Security in mergers and acquisitions: conducting due diligencePosted: November 15, 2017
Recently I’ve had an opportunity to support a number of high-profile mergers and acquisitions (M&A) from the cyber security perspective. Although, due to the confidentiality of these projects I won’t be able to share any details, I would like to talk about some learnings and common approaches that might be useful.
The focus of this blog will be on the due diligence process and the role of security in it. It’s written from the buyer’s perspective, but insight into this thought process can be useful if you’re selling too.
Acquiring firms usually seek to fill the gaps in their capabilities (e.g. new technologies) in line with their strategy or to find overlaps allowing for cost reductions through greater consolidation.
Due diligence during M&A is rarely simple, quick or 100% accurate. It aims to reduce risk for both parties involved in the transaction and identify value creation opportunities. Although it might feel brief due to the business pressures, no amount of time will allow you to detect all the threats and identify every risk facing the business.
The main questions you would like to have clarity on from the security perspective are: “What security measures does the company have in place?” and “Are these the right measures?”
Sometimes, it feels like an art rather than a science. But there are ways to reduce the uncertainty surrounding this process.
Jason Weinstein, former Deputy Assistant Attorney General, U.S. Department of Justice, once said: “When you buy a company, you’re buying their data, and you could be buying their data-security problems.”
Security teams, however, are not always welcome during M&A activities. Why? For one thing, it takes time and costs money to involve them. They may also scare or annoy employees of the target company and can be perceived as slowing things down or, worse still, hampering the deal.
So even when security gets involved, it’s usually quite late in the process with a few days left before the deal needs to be finalised.
To make matters worse, access to the target company is often restricted and the best you can get is a (partially) filled questionnaire. Your security-related questions form a part a broader pre-deal survey, so it’s a good idea to put some thinking what you should ask and why.
A number of subject matter experts in the deal team are all scrambling for limited available time and priority is sometimes given to understanding financials, legal aspects or broader IT strategy, rather than security specifically. Cyber risks, however, should form a core part of the process.
To alleviate some of the challenges outlined above, it helps if the value of the security involvement is clearly articulated (yes, it’s your job to do that). In short, it brings additional expertise to the table, protects the negotiating position and informs senior executives about potential risks, providing recommendations on mitigating them.
To save time, I’ve developed a high-level assessment template that covers all the possible areas of interest from the cyber security perspective and helps identify key assets, systems, processes and employees, but I would never send it as is. You need to do your homework and learn as much about the company and its culture as you can using the information in the public domain.
There are paid-for services out there but Google often does the job, as many OSINT experts would argue. Assuming, of course, you know how to use it! Open source intelligence and research skills at this stage are more useful than ever. Checking the dark web to see if target’s confidential information is being sold by cybercriminals can be useful too.
After the initial research, you can now tailor the questionnaire to verify your initial thoughts. Don’t be shy to ask for evidence if you want to see their policies or latest pentest reports: there are usually secure data rooms set up to share these kinds of documents.
The aim here is to understand the target company risk profile and make the deal team aware of the potential risks and opportunities. You can go one step further and quantify the risk, as this would help inform the value of the deal, potentially reducing the asking price to account for remediation activities during the post-deal phases. Despite the number of unknowns (believe me, it’s normal) it is also a good practice to provide recommendations.
It’s helpful to group your recommendations into three broad categories:
- Risks that should be addressed before the deal can be signed (red flags)
- Items that should be included in the contract (conditions on signing the deal)
- Post-deal activities as part of a 30-60-90 day plan that helps prioritise risks mitigation actions
Ask the target to disclose any known security flaws, issues and incidents. It’s probably also a good idea to reserve some funds for the remediation activities post deal. It shouldn’t be all negative; identify value creating opportunities too, if you can.
If you’re a seller, you can increase your marketability by assessing your own assets, discovering your own vulnerabilities and addressing these. Establishing processes to demonstrate compliance is a bonus. But don’t just focus on the current state, think about how your assets are going to stay so post-deal.
Congratulations! You successfully supported the business in making the right decision about this company. But the role of cyber security doesn’t end here. If the board decides to go ahead and the agreement is reached, we are moving into the post-deal stage.
Now, we need to ensure a smooth and secure integration.