Deal Counsel

Get the technical facts.
Control the exposure.

Source access is sensitive. So are the conclusions drawn from it. We provide an independent technical review with defined access, documented handling and findings counsel can use to evaluate the issues that matter to the transaction.

Evidence for counsel

Give the legal questions a technical foundation

Code provenance and ownership questions

Code history and third-party dependencies can reveal questions for the target and its counsel. We surface technical evidence and areas needing documentation; counsel determines ownership and contractual consequences.

Open source in the actual product

A component list is only a starting point. How is the software used and distributed? How deeply is it embedded? We examine those facts and the practical effort of removing or replacing a problematic dependency.

AI, data and vendor dependencies

When AI is material to the deal, the review can examine data sources, model dependencies and how information moves through the product. That gives counsel concrete questions on rights, permissions and vendor terms.

Remediation that can be discussed

A finding is more useful when its technical implications are clear. We describe the affected systems and remediation options so counsel and the deal team can discuss follow-up evidence, timing and transaction treatment.

Chain of custody

Agree the boundaries before the code moves

A clear process for access, review, reporting and closeout, set around the engagement and counsel’s instructions.

01 / Set access

Agree the review environment, authorized users and access method. Read-only access can sit inside the target’s security envelope or ours.

02 / Review independently

The assigned Tech DNA project team reviews the source. The acquirer’s engineers do not need direct exposure to the target’s code. Access is documented.

03 / Route findings

Agree recipients and handling in advance. Reports can be delivered directly to acquirer or via outside counsel.

04 / Close access

End access and handle source materials under the agreed closeout procedure. Plans for this whether the transaction closes or falls away.

For counsel

The questions we get from deal lawyers

How does this reduce trade-secret exposure?

What if the target refuses to release code?

Do you give legal opinions on open source or privacy?

What does the open-source review produce?

What clients say

“Tech DNA doesn’t really have any competition. I mean, nominally they do, but not really. I see the analysis and reports of almost everyone in this space, and year after year, no one comes close to what Tech DNA provides. They are our preferred provider, by far.”

M&A attorney on 20+ tech acquisitions a year for Fortune 100 and top-20 private equity clients

Confidential by default

Set up a confidential review.

Set up a confidential review.

Tell us the technical issues, access constraints and reporting protocol. We’ll shape the review around them.