Service Overview
The Cybersecurity Due Diligence service supports the Buyer's assessment of transaction-related cybersecurity risk associated with a Target organization. It identifies material cybersecurity exposures, control gaps, and maturity weaknesses that may impact valuation, deal structure, post-transaction integration, or ongoing operational risk.
The service combines management engagement, evidence-based documentation review, external exposure analysis, and cyber threat intelligence to deliver a holistic, transaction-focused view of the Target's cybersecurity posture.
Methodology
The cybersecurity due diligence exercise is executed across the following activities:
1. Management Interview
Structured interviews with the Target's management and relevant stakeholders to understand how cybersecurity is governed, managed, and operationalized.
Interviews are performed using the pre-aligned standard cybersecurity due diligence framework to ensure consistency and defensibility across transactions.
This activity is intended to validate management awareness of transaction-relevant cybersecurity risks, identify known issues or historical incidents, and provide context for interpreting documentation and technical findings.
Interview scheduling is based on the Target’s availability, with total interview time typically ranges between 1 and 4 hours based on the Target's size, complexity, and operating model, and may be conducted across multiple sessions.
2. Data Room Documentation Analysis
Review and analysis of all cybersecurity-relevant documentation made available in the Target's data room to assess the design, coverage, and apparent maturity of controls.
The analysis focuses on determining whether appropriate controls exist, are formally defined, and appear sustainable post‑transaction. Documentation findings are evaluated for completeness, internal consistency, and alignment with commonly accepted industry practices.
The activity surfaces latent transaction risk, remediation dependencies, and post-close integration considerations.
3. Internet Perimeter Passive Assessment (External Attack Surface)
A passive, non-intrusive assessment of the Target's internet-facing footprint using an External Attack Surface Management (EASM) approach.
The assessment reflects what an external attacker could observe without authenticated access or active exploitation.
The activity provides an objective view of the Target’s external exposure and digital hygiene, highlighting unmanaged assets, misconfigurations, or systemic weaknesses that could represent pre-existing exposure risk transferring to the Buyer at close.
4. Cyber Threat Intelligence (CTI) Investigation
A targeted investigation into external threat signals associated with the Target. This includes leaked credentials, references in underground forums or marketplaces, indications of historical or ongoing threat actor interest, and threat activity relevant to the Target's industry or geography.
The activity determines whether the Target is already visible within the threat ecosystem and whether active or latent risks may materialize post-transaction.
5. Consolidated Analysis and Transaction Risk Assessment
The outputs of all activities are consolidated and analyzed into a transaction-oriented assessment aligned with the Buyer's due diligence objectives.
The Target's cybersecurity maturity is assessed using the standard framework based on NIST CSF 2.0, with identified gaps evaluated by potential business impact, likelihood, and exposure.
Findings are prioritized to distinguish issues requiring immediate attention, risks suitable for post-close remediation, and structural weaknesses that may affect deal terms or valuation.
A high-level mitigation plan is developed for material findings, including estimated effort and cost drivers to support valuation discussions, escrow or indemnification considerations, and post-merger integration planning.
Deliverables
Upon completion of the engagement, the Buyer will receive:
Cybersecurity Due Diligence Report
A written report summarizing key findings, identified transaction‑relevant risks, cybersecurity maturity assessment results, mitigation considerations, and prioritized recommendations.
Executive Management Presentation
An executive‑level presentation suitable for investment committee, senior management, or board‑level review, highlighting material cybersecurity risks, exposure areas, and recommended next steps.
Prerequisites
To ensure an effective and evidence-based assessment, the following support and access are required from the Target:
1. Documentation and Evidence Access
Provision of access to all relevant cybersecurity, IT, and governance documentation.
Sharing of policies, procedures, standards, risk assessments, audit reports, penetration test reports, architecture diagrams, and other supporting evidence required for the assessment.
2. Management and Subject Matter Expert Interviews
Availability of relevant stakeholders for interviews and workshops, including representatives from Information Security, IT, Engineering, Operations, and Executive Management, as applicable.
Participation in dedicated Q&A sessions to validate documentation and clarify operational practices.
3. Data Room / Secure Information Exchange
Access to a secure repository or virtual data room for the exchange of documents and supporting materials.
Ongoing ability to upload additional evidence identified throughout the assessment process.
4. Assessment Validation Activities
Cooperation in reviewing preliminary observations and responding to requests for additional context or supporting evidence.
Availability of appropriate personnel to discuss key controls, governance processes, security operations, identity and access management, vulnerability management, cloud security, incident response, business continuity, and related cybersecurity domains.
Please note: The quality and completeness of the assessment are dependent upon the availability of relevant documentation, stakeholder participation, and the accuracy of information provided during the engagement.
Customer Engagement
The following collaboration is required throughout the engagement:
Participation of management and subject matter experts in structured interviews and dedicated Q&A sessions to validate documentation and clarify operational practices.
Availability of appropriate personnel to discuss key controls, governance processes, security operations, identity and access management, vulnerability management, cloud security, incident response, business continuity, and related cybersecurity domains.
Cooperation in assessment validation activities, including review of preliminary observations and provision of additional context as requested.
Relevant Standards
This engagement aligns with the following standard:
NIST Cybersecurity Framework 2.0
Security Domains Covered
The following security domains are addressed depending on the Target's environment and the results of the assessment:
Cross-organization policies, procedures, and governance
Security operations, monitoring, and incident response
Identity management and remote access
Vulnerability management
Cloud security
Network level security
Servers, network equipment, and endpoints security
Sensitive data and information management
Business continuity and recovery