Cybersecurity Due Diligence

Cyber diligence for buyers and sellers, delivered on the deal clock. Findings come priced in dollars, with a remediation timeline you can negotiate into the purchase agreement.
Contact us
Definition

What is cybersecurity due diligence?

Cybersecurity due diligence is the review a buyer or a seller runs on a target's security program during a transaction: what has already been breached, what is exposed now, what the company promised customers in contracts, and what it will cost to bring the environment to the acquirer's control baseline. BD Emerson runs it on buy-side and sell-side deals in two to four weeks. Findings arrive as dollars and a remediation schedule, not a risk register. Every material item carries a cost range, an owner, and a place in the model or in the purchase agreement.

  • Findings priced in dollars: Every material issue carries a remediation cost range, a timeline, and the assumptions behind both, so the deal team can price it instead of filing it.
  • Buy-side and sell-side: Buyers learn what they are inheriting. Sellers learn what a buyer will find and discount them for, with time left to fix it.
  • Evidence, not questionnaires: We read the SOC 2 report, the incident tickets, the identity configuration, and the cloud console, then test what the answers claim.
  • A position in the agreement: Findings convert into representations, indemnity language, escrow, or a funded Day One remediation budget your counsel can use.
Services

What cybersecurity due diligence services are included?

M&A cyber due diligence covers nine workstreams, scoped to the deal size and the clock. A confirmatory review on a small add-on runs narrower than a platform deal with 400 employees and three cloud accounts, and we tell you which workstreams we are cutting before the work starts.

Buy-side cyber due diligence
Sell-side cyber due diligence readiness
Breach and incident history review
Security debt quantification
Compliance posture and customer commitments
Third-party and supply chain exposure
Identity, access, and privileged accounts
Cloud and infrastructure configuration
Day One security and integration risk

Buy-side cyber due diligence

What you are inheriting, priced. We review the target's incident history, identity controls, cloud configuration, and the security commitments in its customer contracts, then hand the deal team a remediation budget with a range and a schedule. Mid-market scope usually runs two to four weeks and lands before the confirmatory period closes.

Sell-side cyber due diligence readiness

The findings a buyer will raise, found early enough to fix. We run the buyer's review against your own environment, close what is closable in the time available, and prepare the evidence and the answer for what is not. Sellers who start six to twelve months out clear the cheap findings before the data room opens.

Breach and incident history review

Every incident the company has had, what it actually cost, and whether the root cause was closed. We read ticket history, forensic reports, regulator and customer notifications, and the dwell time between compromise and discovery. Reported dwell times still range from a few days to several months, and a long one points at detection rather than luck.

Security debt quantification

Unsupported end-of-life systems still in production, findings older than a year that nobody closed, and controls that were bought but never finished. Each item gets a remediation cost range and a time to close, so the deal team reads a number and a date instead of a severity color.

Compliance posture and customer commitments

SOC 2, ISO 27001, and HIPAA where the business touches protected health information, read against what customer contracts actually promise. Security addenda, breach notification windows, audit rights, and data location clauses transfer with the entity and set a floor on what the buyer has to fund after close.

Third-party and supply chain exposure

The vendors that hold the company's data or reach its production environment, the ones with no assessment on file, and the contracts written with no security terms at all. We also check whether a vendor's own breach has already touched the target and was never reported upward.

Identity, access, and privileged accounts

MFA coverage gaps on privileged accounts, shared administrator credentials, service accounts nobody owns, and offboarding that never ran. Identity findings are usually the cheapest to fix and the most common route into a target, so they get priced first.

  • MFA coverage across administrators, remote access, and email
  • Privileged account inventory and shared credential use
  • Service accounts, API keys, and rotation practice
  • Joiner, mover, and leaver evidence for the last twelve months
  • Access reviews, their scope, and who signed them
  • Contractor and third-party access paths into production

Cloud and infrastructure configuration

Public storage, over-permissive roles, unencrypted data stores, logging that is switched off or kept for days, and backups nobody has restored. We review the console and the infrastructure code, not a questionnaire response describing them.

  • Public exposure of storage buckets and databases
  • Standing permissions, admin roles, and break-glass accounts
  • Encryption at rest and in transit, and where keys live
  • Logging coverage and how long logs are retained
  • Backups, the last tested restore, and recovery times
  • Unsupported end-of-life systems still running in production

Day One security and integration risk

What has to be true before the target connects to your network, and what that costs. We separate the work that must happen before Day One from the work that can run across the first year, and we size the gap between the target's controls and the acquirer's baseline.

  • Prerequisites before network and directory connection
  • Endpoint and email security brought to the acquirer's baseline
  • Cyber insurance limits, retentions, exclusions, and run-off
  • Interim access for the target's IT and security staff
  • Any security incident still open at close
  • Cost and timeline to reach the acquirer's control baseline
Our approach

How a cyber due diligence engagement runs

Seven steps, sized to the deal. On a four-week confirmatory diligence we compress steps two through five into roughly ten working days and keep the deliverables intact: a priced findings register, a remediation plan, and language counsel can use in the agreement.
01

Scope against the deal

We start from the thesis and the calendar: deal size, what the target sells, what data it holds, and the date the deal team needs an answer. Scope is cut to fit that date, in writing, before work starts.

02

Read the documents first

SOC 2 reports, penetration test reports, policies, incident records, insurance binders, and the security terms buried in customer contracts. We read a SOC 2 report knowing what the testing covered, because we perform SOC 2 examinations ourselves through our CPA attest arm.

03

Interview the people who run it

Two to four sessions with whoever owns security, IT, and engineering. We ask what actually happens, then ask for the artifact that proves it. Most of the findings that move price surface here.

04

Inspect the environment

Identity configuration, cloud console, endpoint coverage, logging, and backups, reviewed directly where the target grants access and reconstructed from evidence and screen shares where it does not.

05

Price the findings

Each material finding gets a remediation cost range, an internal effort estimate, and a timeline. We name what drives the range: headcount, tooling, and whether the fix triggers a customer notification or a contract change.

06

Deliver on the deal clock

A priced findings register, a one-page summary the investment committee can read, and a remediation plan split into pre-close, Day One, and first-year work. Delivered on the date agreed at scoping.

07

Carry it into the agreement

We work through the findings with counsel and the deal team: representations, indemnity, escrow, and any price adjustment the numbers support. The remediation plan then goes to whoever owns integration, so nothing restarts after close.

contact us

Cyber diligence deadline on the calendar?

Send the target profile and the date you need an answer. We will tell you what fits that window, what we would cut, and what the gap costs you.

Our Advantage

Why BD Emerson for cyber due diligence

Senior practitioners run the file from scoping through the readout. The people who read the target's SOC 2 report are the people who write SOC 2 reports, and their findings land in the same model as the financial and technology diligence.

We read SOC 2 reports from the inside

BD Emerson performs SOC 2 examinations directly through its CPA attest arm. We know what the testing covered, what the system boundary left out, and which exceptions actually matter to a buyer.

Findings arrive as dollars

A remediation cost range, an effort estimate, and a date on every material finding. The deal team can put it in the model, hold it in escrow, or fund it at Day One. A risk register supports none of those decisions.

One firm across the diligence

Financial, tax, technology, and cyber diligence run by the same firm, so findings reconcile to one model instead of four vendors' reports, and nobody re-interviews the target's CTO twice.

The work continues past the report

The remediation plan becomes the integration workplan. Whoever owns security after close inherits a sequenced list with costs and owners, and we can execute it or supply fractional security leadership until the target has its own.

Reviews

What our customers say

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

Certificates

Our accreditations

At BD Emerson, we believe that our team's extensive certifications not only set us apart but also ensure that we provide the highest level of service to our clients.
FAQ

Frequently asked questions

What does cybersecurity due diligence cover?

How is cyber due diligence different from a penetration test?

How long does cybersecurity due diligence take?

What is the difference between buy-side and sell-side cyber diligence?

How do cyber findings get priced into the deal?

What counts as a red flag in cyber due diligence?

Is a SOC 2 report enough on its own?

How does cyber diligence work alongside technology due diligence?

What happens after close?

Who actually does the work?

Do you work with private equity and venture capital investors?

Blog

Related Articles

Insights on strategy, transactions, technology, security, and compliance from BD Emerson's practitioners