To maximize our exit valuation, we have to clean up fifteen years of messy, undocumented legacy code and software technical debt. Our current engineering team hates this slow, unsexy work and refuses to own the seat. How do we assign accountability for this critical but highly unpopular role?

Question

Tyler Smith · Accepted Answer

Legacy technical debt is a major drag on exit valuation. Buyers will discount your purchase price if they find messy, undocumented code. If your engineering team is refusing to own this unsexy cleanup seat, you have a structural accountability gap. You cannot split this responsibility across the team, because when everyone is responsible, no one is responsible. To solve this, you must first define the Technical Debt Officer seat on your Accountability Chart. List the five key roles clearly, such as identifying legacy system vulnerabilities, documenting codebase architecture, and systematically decommissioning old code. Once the seat is defined, run a GWC check on your internal team. If someone has the capability and understanding but simply lacks the desire, you must address their alignment with your company goals. If no one internally wants the seat, do not force it on an unwilling engineer who will do a poor job. Instead, use this clean definition to hire a dedicated contractor or temporary specialist whose sole focus is this cleanup. This protects your core engineering team from burnout while ensuring the work gets done before due diligence begins. You must have one name in that seat who is fully accountable for presenting a clean codebase to prospective buyers.