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What investors look for in a startup's codebase

Investors look for five things in a startup's codebase: whether the tests would catch a broken change, whether anyone besides the author can change each core system, whether the third-party code carries licences that allow the product to be sold, whether changes reach production safely and often, and whether the code the reviewer reads matches the architecture the founders described. Those five map to Matt Van Itallie's eight reviewer questions of October 2022, to DORA's software delivery metrics, and to the open-source areas of inquiry Morgan Lewis listed in June 2026. This page says what each one looks like from inside the repository, what a reviewer measures, and which of the five to fix first when there is time to fix only one.

Published September 17, 2026. Editorial.

Key takeaways

  • A reviewer reads a startup's codebase for five things: test coverage that would catch a break, more than one person per core system, licences that permit the sale, safe and frequent delivery, and agreement between the code and the founders' account of it.
  • Single-person knowledge of a core system is the finding most likely to reach the first page of the report, and it is the one that takes longest to fix, so fix it first.
  • The reviewer computes the numbers you do not give them: the feature-to-maintenance split from the ticket history, the change fail rate from the deploy and incident logs, and the licence mix from the dependency manifest.
  • AI-written code changes what the reviewer asks for, from a coverage number to a review trail and a run history, because Veracode's 2025 testing found 45 percent of AI-generated samples failed security tests.

Investors look for five things in a startup's codebase, and a reviewer can find all five without asking a single question, because each one is visible in the repository, the deployment log and the dependency manifest. This page describes what the reviewer sees, so that you can see it first. The investor-side method is on assessing code quality, and the pillar page on preparing for technical due diligence puts this page in sequence.

The five, in the order a reviewer usually reaches them:

  1. Whether the tests would catch a broken change.
  2. Whether more than one person can change each core system.
  3. Whether the third-party code carries licences that permit the sale.
  4. Whether changes reach production safely and often.
  5. Whether the code matches the account the founders gave of it.

Reveneau's preparation work for a company facing a review begins with the same five, run against the repository before the investor's reviewer sees it, because every one of them produces a number or a table that the reviewer will otherwise produce for you.

Would the tests catch a broken change?

The reviewer's second question, in Matt Van Itallie's TechCrunch list of 25 October 2022, is "How much unit testing does your codebase have?", and the article's point is that the level should match the company's stage and industry [2]. A reviewer opens the test directory, runs the suite, and reads the last few runs on the main branch. They are looking for three things: that the suite exists and runs green, that it covers the parts of the system where a break would cost the most (billing, authentication, data export), and that it runs on every change rather than on request.

What they measure: coverage as a percentage, the time the suite takes, and which modules have no tests. What to prepare: the last main-branch run with its coverage report, and a short table of the modules with no coverage and why. "The reporting module has no tests because it is being replaced in Q1 and the replacement is specified with tests first" is an answer. "Coverage is 71 percent" is an invitation to look for the other 29.

If AI tools wrote a large share of the code, the reviewer's interest moves from coverage to evidence that each change was checked before it merged. Veracode's report of 30 July 2025, which tested more than 100 language models across Java, Python, C# and JavaScript, found that 45 percent of generated code samples failed security tests and introduced OWASP Top 10 vulnerabilities, with Java at 72 percent [9]. A reviewer who has read that report wants the review trail and the test or evaluation run for each generated change, and our page on preparing an AI-written codebase for review covers what to show.

Can anyone other than the author change each core system?

Van Itallie's fourth question is "Are your subject matter experts in the building?" [2], and the reviewer answers it from the commit history. For each core system they list the people who have changed it in the last year and how many of them are still employed. A system whose only recent committer is one person is a single point of failure for the company, and it is the finding most likely to reach the first page of the report.

The investor-side page on assessing the engineering team describes how a reviewer maps knowledge to people. From your side, build the same map before they do: one row per core system, the two people who can change it, and the date each last did. Where a row has one name, that is the item to fix first, because it takes longest. Pairing, documentation and one deliberate handover project will move a second name onto the row in four to six weeks; nothing moves it there in two.

Contractors count, and former contractors count more. The checklist of 26 October 2022 asks for the most important developers "current, former, contractors" by name, and for the management strategy after key departures [1]. If a contractor who left last year wrote the payment integration, say so, name who has since changed it, and show the assignment agreement that puts the code in the company's ownership.

Does the third-party code let you sell the product?

The reviewer's fifth question is "Do you know what third-party code you are using?" [2], and the reviewer answers it by generating a dependency inventory from the manifest and reading the licence of each entry. The concern is copyleft. Morgan Lewis's note of 5 June 2026 on open-source diligence in M&A explains it: proprietary code packaged with copyleft code and shipped to customers may be required to be made public, "which would diminish the commercial value almost immediately" [6]. The same note lists six areas a buyer asks about, including whether the company keeps an open-source policy, whether it monitors and tracks its open-source usage, whether it runs regular scans, and whether it has an approval process for copyleft-licensed software.

What the reviewer measures: the count of dependencies by licence family, the count with no licence declared, and any copyleft entry in a component that is distributed rather than run as a service. What to prepare: the inventory, generated by a tool rather than by hand, with a column for how each copyleft entry is used. A dependency under a strong copyleft licence in a backend service you host is a different fact from the same dependency in a mobile application you distribute, and the inventory should say which.

Licence questions land hardest at a sale, and our page on preparing for a sale covers the inventory a buyer's counsel will expect. The investor-side detail is on open-source licence due diligence.

Do changes reach production safely and often?

A reviewer reads the deployment log and the incident log together, and the numbers they compute are DORA's software delivery metrics: change lead time (commit to running in production), deployment frequency, failed deployment recovery time, change fail rate (the share of deployments needing immediate intervention, such as a rollback or hotfix), and deployment rework rate [8]. DORA groups the first three as throughput and the last two as instability.

The reviewer is checking two things. First, that the numbers describe a team that can ship the roadmap in the time the plan allows. A team that deploys monthly cannot deliver a roadmap that assumes weekly releases. Second, that the numbers agree with the deck. "Continuous deployment" in a slide and a deploy log with eleven entries in a year is a gap between account and system, and gaps of that kind are what the investor-side page on technical due diligence red flags weighs most.

What to prepare: the five numbers for the last quarter, computed from the logs, with the logs in the data room. A dashboard is optional; what matters is being able to say "we deployed 34 times last quarter, median lead time two days, three rollbacks" without looking it up.

Does the code match what the founders said?

This is the check that runs through all the others, and it is the one Van Itallie's eighth question ("Are you ready to learn and grow?") is about [2]. The reviewer has the deck, the data room and the management meeting notes, and reads the repository against them. Every architectural claim, every process claim and every number in the deck is a sentence that can be true or false in the code.

Van Itallie's sixth question, "Can you explain the observed variation across codebases?" [2], is the same check applied to quality. Most companies have one well-kept repository and two neglected ones, and that is normal. What the reviewer wants is the reason: the neglected ones are being retired, or serve an internal tool, or are a prototype that never reached customers. A reason given before the reviewer asks is a sign of a team that knows its own system.

What to prepare: read the deck as the reviewer will, one claim at a time, and check each against the repository. Where a claim is ahead of the code, change the claim. Our page on presenting your architecture to investors covers the version of this for diagrams.

Which of the five should you fix first?

Fix single-person knowledge first, then licences, then tests, then delivery, then the deck. The order follows how long each takes and how much each costs in the report.

What the reviewer finds How long to fix Where it lands in the report
One person can change a core system Four to six weeks of pairing and handover First page, as key-person risk
Copyleft dependency in distributed code Days to weeks, depending on the replacement First page at a sale, a condition at a raise
Core module with no tests One to three weeks per module Body of the report, as a maintainability finding
Monthly deploys, high change fail rate A quarter of process change Body, as a delivery-capacity finding against the roadmap
Deck claims ahead of the code One afternoon to rewrite the claims First page if found by the reviewer, nowhere if fixed by you

The last row is the cheapest fix and the most expensive omission. Fix it the day you read this page. The investor-side page on assessing technical debt covers how a reviewer weighs the middle rows, and what a technical review asks for says how to hand each of these over once you have decided what to fix and what to disclose.

What a reviewer does with a good codebase

A reviewer who finds a green suite, two names on every core system, a clean licence inventory, a deploy log that matches the deck and a deck that matches the code writes a short report. Short reports close rounds. That is the whole reason to do this work months ahead rather than during the review, when the only lever left is disclosure.

Best for

  • A founder or CTO months from a raise who wants to know what to fix first
  • An engineering lead asked to get the repository ready for an outside reviewer
  • An investor who wants the company to see its own codebase the way the reviewer will

Avoid if

  • You have a review next week and need the answer-set process instead of the fix list
  • You are assembling the data room folders rather than deciding what goes into the code

Verify before you commit

  • Every core system has two current employees who changed it in the last year
  • The dependency inventory was generated by a tool and every copyleft entry says how it is used
  • The five DORA numbers for last quarter are computed from logs that are in the data room

Common questions

What do investors look for in a startup's codebase?

Investors look for five things in a startup's codebase: tests that would catch a broken change, more than one person able to change each core system, third-party licences that permit the product to be sold, changes reaching production safely and often, and agreement between the code and the founders' description of it. Those map to Matt Van Itallie's eight reviewer questions published in TechCrunch on 25 October 2022, which a reviewer answers from the repository and the logs.

How much test coverage do investors expect from a startup?

Investors expect test coverage that matches the company's stage and industry, which is how Van Itallie framed the question in TechCrunch on 25 October 2022, rather than a fixed percentage. A reviewer checks that the suite runs green on the main branch, that it covers billing, authentication and data export, and that it runs on every change. A short table of the untested modules with a reason for each is worth more than a coverage number on its own.

What is key-person risk in a codebase?

Key-person risk in a codebase is a core system that only one person can change, which a reviewer finds by listing the committers per system over the last year. Van Itallie's checklist of 26 October 2022 asks for the most important developers, including former staff and contractors, and the plan for their departure. It is the finding most likely to reach the first page of the report and the slowest to fix, at four to six weeks of pairing and handover per system.

Why do investors care about open-source licences in a startup's code?

Investors care about open-source licences because a copyleft licence in code the company distributes can require the company's own code to be made public. Morgan Lewis's note of 5 June 2026 says this could diminish the commercial value almost immediately, and lists six areas buyers ask about, including whether the company tracks its open-source usage and has an approval process for copyleft software. A tool-generated inventory with usage per entry answers the question.

What are the DORA metrics and why do reviewers ask for them?

The DORA metrics are five measures of software delivery defined by the DORA research programme: change lead time, deployment frequency, failed deployment recovery time, change fail rate and deployment rework rate. Reviewers ask for them because they show whether a team can ship the roadmap in the time the plan assumes, and whether the deck's claims about delivery match the deploy log. Compute them for the last quarter from your own logs and put the logs in the data room.

Does a reviewer compute numbers the founders did not provide?

Yes. A reviewer computes the feature-to-maintenance split from the ticket history, the change fail rate from the deploy and incident logs, the licence mix from the dependency manifest, and the committers per system from the commit history. Van Itallie's checklist of 26 October 2022 asks for twelve months of product management data for exactly that split. Providing the numbers yourself, with the underlying data, means the reviewer checks your figure instead of producing their own.

Should a startup fix its codebase before technical due diligence or disclose the problems?

Fix what can be fixed in the time available and disclose the rest with a plan and a date. Single-person knowledge of a core system takes four to six weeks, a copyleft replacement days to weeks, a module's tests one to three weeks, and rewriting deck claims that are ahead of the code takes an afternoon. Disclosed findings are line items; findings the reviewer discovers become gaps between your account and the system, which Van Itallie's eighth question of 25 October 2022 is designed to test.

What does variation across codebases mean in technical due diligence?

Variation across codebases means that one of a company's repositories is well kept and others are neglected, and Van Itallie's sixth question in TechCrunch on 25 October 2022 asks whether the founders can explain it. The variation is normal; what the reviewer wants is the reason, such as a repository being retired or serving an internal tool. A reason given before the question is asked shows a team that knows its own system.

Does AI-written code change what investors look for in a codebase?

Yes. With AI-written code the reviewer's interest moves from the coverage number to the evidence that each change was checked before it merged. Veracode's report of 30 July 2025, testing over 100 models in four languages, found 45 percent of generated samples failed security tests, with Java at 72 percent. A reviewer who knows that figure asks for the review trail per pull request and the test or evaluation run history, alongside a security scan of the current code.

What is the cheapest fix before a codebase review?

The cheapest fix before a codebase review is rewriting every claim in the deck that is ahead of the code, which takes one afternoon. It is also the most expensive omission, because a claim the reviewer finds to be untrue puts every other claim under suspicion. Read the deck one claim at a time against the repository, and where the code is behind the claim, change the claim. Van Itallie's 2022 questions treat that honesty as the test of leadership readiness.