What should I ask about the one developer who wrote most of a SaaS product’s code?

Begin with ownership. Ask how the developer was engaged, and whether there is a signed agreement that says the business owns the work. Your lawyer can read those papers and tell you whether anything is missing. If the developer wrote code before joining or used their own tools, ask what that means for the product.

Next, test whether someone else can pick it up. Ask to see the documentation, the setup notes and the records of changes. Ask a technical adviser of your own to look through the code and describe how readable it is. Consider whether the developer stores passwords, keys and accounts in a way that a successor could access, and who holds the administrator rights today.

Finally, talk to the developer, with the seller’s agreement. Ask what they plan to do after the sale, what they would change, and what worries them about the product. If they plan to leave, discuss a transition period and how it will be paid. Think about whether a break in their availability would hurt customers, and ask how the business handles outages when they are away. Consider asking the seller to arrange a code walk-through with the developer and your adviser together. The questions that come up there, and how patiently they are answered, reveal a great deal about how the product is run.

Key takeaways

• Confirm in writing that the business owns the code.
• Have your own technical adviser review readability and documentation.
• Speak with the developer about their plans after the sale.