Independent technical practice

Know the cyber risk you are buying

Independent cyber diligence delivered on the deal calendar, with findings that can change the price, the representations or the first hundred days.

Diligence records beside a laptop and notepad.

Exposure

What a questionnaire misses

Cyber risk is inherited in full at close. An unremediated intrusion, an undisclosed incident, or an environment held together by shared administrative credentials transfers to the buyer along with the customer list, and it typically surfaces during integration when it is most expensive to fix.

Diligence windows are short and management-supplied answers are self-reported. A questionnaire records what the target believes about its security program; it does not establish whether multi-factor authentication is enforced, whether backups restore, whether credentials are already circulating, or whether an incident was ever detected at all.

In carve-outs and roll-ups the exposure is structural. Separating a target from a parent’s identity, network and security services, or merging several portfolio companies onto shared infrastructure, creates transitional gaps that are rarely funded in the deal model or owned after signing.

Scoping

Questions the engagement must answer

  1. What cyber risk is being acquired, and how much of it is already realized?
  2. Which findings change price, indemnity, escrow or closing conditions?
  3. What can be established within the diligence window, and what has to wait until post-close?
  4. Which remediation items carry a real cost, and over what period?
  5. What would a buyer of this asset in three years expect to find already fixed?

Services

How we help

Context

Transaction context

Diligence standards
Cyber has moved from an IT workstream to a standard diligence discipline alongside financial, legal and environmental review, with findings expected in a form the investment committee can act on.
Representations and warranties
Technical findings inform how security, data and incident representations are drafted, negotiated and, where necessary, escrowed.
Representations and warranties insurance
Underwriters increasingly expect evidence that cyber diligence was actually performed before they will price the risk.
Regulated targets
Where the target sits in a regulated sector, the diligence has to reach the obligations that will bind the buyer on day one.

We provide technical findings for the deal team; the legal characterization of those findings stays with counsel.

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Discuss the matter and the next step.

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