Buying or selling a FinTech company? Here's the truth: security due diligence is often more about what's between the lines than what's on the checklist.
We've worked both sides of the table - helping sellers prepare for acquisition and guiding buyers (and lenders) through enhanced diligence. And in nearly every case, the red flags aren't in the paperwork - they're in what's missing, misrepresented, or misunderstood.
The Problem with Checkbox Due Diligence
Most tech and security diligence requests from buyers look pretty similar:
- Most recent PCI DSS Attestation of Compliance (AOC)? Check.
- Recent vulnerability scans? Check.
- Penetration test results? Check.
But here's the issue: these are point-in-time artifacts.
They say nothing about how security is actually lived and breathed inside the organization. And if you're buying a FinTech company where security is something they do once a year to get their PCI badge, you might be inheriting an elegant front - with skeletons in the closet.
What Buyers (and Lenders) Should Be Doing
If you're buying or lending against a FinTech company, your due diligence has to go well beyond the surface. You're not just buying code - you're buying processes, people, dependencies, and future risk. And if your diligence is limited to checkboxes, you're going to miss the story.
Enhanced due diligence means:
- Asking how and why, not just what.
- Validating that documents reflect reality, not wishful thinking.
- Interviewing people who actually operate the systems, not just the people who signed off on the policy docs.
You want to know:
- Is the security policy followed, or was it written to check a box?
- Do developers understand secure coding practices, or is it all outsourced and unreviewed?
- Is there a DevOps engineer who runs everything - and is also a single point of failure?
- Are key infrastructure components documented, backed up, and monitored?
- How fast are vulnerabilities detected, triaged, and remediated?
What Sellers Need to Understand
Let's be honest. Some sellers get lucky. The buyer sees a clean AOC, some polished diagrams, and calls it good.
But we've been part of deals where the opposite happens - where buyers go deep. They bring in experts who know what a mature infosec program actually looks like. And when they do?
If your documents are vague, if your infrastructure isn't documented, if your developers can't explain how code moves from repo to production, you're in for a rough ride.
We've seen deals stall or get repriced after buyers discovered:
- Production access shared across the entire dev team
- No clear policy or enforcement around SDLC or testing
- API endpoints that were undocumented - but public
- Legacy infrastructure nobody wanted to touch, let alone secure
- No real understanding of who owns security across engineering
If you're serious about selling - or even thinking about fundraising - security diligence should be something you practice long before it's performed on you. Getting this right boosts confidence, reduces friction, and protects valuation.
What Both Sides Should Be Looking At (and Why It Matters)
This isn't a comprehensive list - it's a starting point. The truth is, due diligence at this level is part art, part science. And unless you've lived through building and scaling a FinTech company - not just auditing one - you're likely to miss the real tells.
If you don't have a seasoned security and tech professional on your diligence team who knows what real-world risk looks like - or the right firm that does - find one. Preferably one that's been through the tech trenches, survived a few production outages, handled a midnight breach call, and yes, dated all the wrong architecture patterns (and vendors) just long enough to know what red flags look like in the wild.
You want someone who can spot the difference between a real DevSecOps culture and a marketing deck, between a well-intentioned junior dev and a dangerous lack of guardrails. Someone who's been lied to by code, betrayed by config files, and ghosted by "fully documented" APIs.
(Yes, this is the part where we plug ourselves. But hey, that's why we write these things - so you don't have to learn the hard way.)
Information Security Policies
Why it matters: These form the backbone of your security program. They set the tone for operational discipline and how the team thinks about risk.
What to look for: Are policies generic or customized? Are responsibilities defined? Are employees trained on them, or are they collecting digital dust in a shared folder?
Infrastructure Diagrams
Why it matters: Helps assess architectural soundness and risk surface. Critical for understanding cloud posture, network segmentation, and availability strategy.
What to look for: Are they up-to-date? Do they include cloud services, private networks, CI/CD pipelines? Is there clarity on backup and disaster recovery design?
Application-Layer Architecture
Why it matters: Reveals how applications interact, where data flows, and where potential injection or abuse can occur. A messy or undocumented application layer invites bugs and breaches.
What to look for: Separation of concerns, authentication flow, external API dependencies, hardcoded credentials, and data flow clarity.
Public APIs
Why it matters: These are your public attack surface. APIs often expose sensitive data and business logic.
What to look for: Documentation, consistent authentication and authorization enforcement, rate limiting, version control, deprecated endpoints still exposed?
Vulnerability Scans
Why it matters: Detects common flaws before attackers do. A good scan program shows proactive risk management.
What to look for: Frequency of scans, scope (infra and app), trends over time, and remediation evidence. Are high/critical issues lingering?
Penetration Tests
Why it matters: Measures real-world exposure under adversarial conditions. A strong test helps validate controls - or reveal where they fall short.
What to look for: Recency, third-party independence, coverage of critical systems, remediation timelines, and whether social engineering or physical access were included.
Dependency Review
Why it matters: Your code's weakest link might be someone else's library. A vulnerable or unlicensed dependency can be a backdoor or legal liability.
What to look for: Software Bill of Materials (SBOM), open-source governance, CVE management, use of pinned versions, third-party audits.
Development Team Structure & Skill Set
Why it matters: Security posture is a product of who builds the product. Teams without security knowledge, clear roles, or review cycles create risk by default.
What to look for: Ratio of in-house to outsourced devs, secure development training, SAST/DAST usage, code review rigor, and understanding of responsibilities.
Single Points of Failure
Why it matters: Business continuity risk. If your entire platform hinges on one person or system, you're one Slack outage away from a crisis.
What to look for: Key person dependencies, documented handoffs, access control layers, and availability of backups or alternates.
Interviews Across the Stack
Why it matters: Documentation can be manipulated. People usually can't fake operational knowledge under pressure.
What to look for: Ask engineers real questions. Can they walk you through deployment? Can they explain incident response? Do different team members tell the same story?
How Payments Therapist Can Help
Whether you're on the buy-side, sell-side, or just building your FinTech for future scale, we help teams navigate the minefield of technical and security due diligence.
For buyers and lenders: We validate that what's on paper is actually implemented. We find what others miss. And we help avoid million-dollar surprises post-close.
For sellers and founders: We help you prepare - by identifying and shoring up weak spots before they hit the diligence data room. We make sure your documentation matches reality and your team is ready to speak confidently about security.
For startups: We help you build a real security foundation from day one. Not performative compliance - but real processes, controls, and documentation that hold up when investors and acquirers come calling.
Deals move fast. Diligence should move faster - and go deeper.
Bring in someone who knows how to read between the lines.