Share this
How Sellers Can Prepare for Buyer Diligence on IT and Cybersecurity

How Sellers Can Prepare for Buyer Diligence on IT and Cybersecurity

In today’s digital landscape, buyers scrutinize IT and cybersecurity risks as part of their due diligence process when acquiring a business. A company’s ability to protect its data, systems, and digital assets can significantly impact its valuation and the overall success of the deal. To ensure a smooth transaction, sellers must proactively assess and address potential risks before buyers start their diligence.

1. Conduct a Comprehensive Risk Assessment

The first and most critical step in preparing for IT and cybersecurity due diligence is conducting a risk assessment. This process allows sellers to:

  • Identify all potential threats and vulnerabilities within their IT infrastructure.

  • Evaluate existing controls and determine whether they effectively mitigate identified risks.

  • Highlight gaps where risks remain unmitigated or where additional security measures are necessary.

  • Prioritize remediation efforts based on a risk-based approach.

A thorough risk assessment provides a clear understanding of an organization’s cybersecurity posture, allowing sellers to address weaknesses before they become red flags for potential buyers.

2. Ensure Compliance with Regulatory Requirements

Buyers will assess whether a company adheres to all relevant industry regulations and data protection laws. Depending on the business sector, sellers may need to comply with standards such as:

  • General Data Protection Regulation (GDPR)– For companies handling data from EU citizens.

  • Health Insurance Portability and Accountability Act (HIPAA)– For healthcare-related businesses.

  • Payment Card Industry Data Security Standard (PCI DSS)– For companies processing credit card payments.

  • Cybersecurity Maturity Model Certification (CMMC)– For businesses working with the U.S. Department of Defense.

Ensuring compliance with applicable regulations demonstrates a commitment to cybersecurity best practices and reassures buyers that the company is not exposed to regulatory risks.

3. Document IT and Cybersecurity Policies and Procedures

A well-documented IT and cybersecurity framework signals maturity and preparedness to potential buyers. Sellers should ensure they have clear, up-to-date policies and procedures covering areas such as:

  • Data privacy and protection policies

  • Incident response and breach management plans

  • Access control and authentication protocols

  • Network security and encryption measures

  • Employee cybersecurity training programs

Having detailed documentation not only simplifies buyer due diligence but also improves overall operational efficiency.

4. Perform Vulnerability Scanning and Penetration Testing

Regular security testing is a key component of a proactive cybersecurity strategy. Sellers should conduct:

  • Vulnerability scanning– An automated process that identifies known security weaknesses in a system.

  • Penetration testing– A more in-depth, manual assessment where ethical hackers simulate real-world cyberattacks to uncover vulnerabilities before malicious actors do.

By addressing security gaps before buyer diligence begins, sellers can demonstrate a proactive approach to cybersecurity risk management.

5. Address Key Risks and Strengthen Cyber Resilience

Once risks are identified and assessed, sellers should focus on remediating high-priority vulnerabilities. Some critical steps include:

  • Updating outdated software and patching known vulnerabilities.

  • Enhancing data encryption and backup strategies.

  • Implementing multi-factor authentication (MFA) and stricter access controls.

  • Strengthening endpoint security and monitoring tools.

By taking these proactive measures, sellers can improve their company’s cybersecurity posture and reduce the likelihood of deal disruptions.

Secure the best Deal with Cyber Preparedness

IT and cybersecurity risks are top concerns for buyers during due diligence, and sellers who fail to prepare risk delays, price reductions or even deal termination. By conducting a risk assessment, ensuring compliance, documenting policies, performing security testing, and addressing vulnerabilities, sellers can position themselves as reliable and secure investment opportunities. Taking these steps not only strengthens cybersecurity resilience but also instills confidence in buyers, ultimately facilitating a smoother and more successful transaction.

Connect with CSC and learn more about how we can ensure you are well prepared for IT and cyber buy-side diligence.

Carly Devlin

Shareholder, Chief Information Security Officer
Carly is a highly accomplished professional, currently serving as a Shareholder and the Chief Information Security Officer at Clark Schaefer Hackett. Her primary responsibility is to lead the firm's IT Risk and Cybersecurity consulting practice.
You may also like