Technology due diligence
In the fast-paced world of M&A, IT and cyber due diligence are the linchpins for successful transactions.
RSM specializes in a targeted approach that assesses IT and cyber landscapes to uncover potential risks and integration challenges.
By addressing these critical aspects, we pave the way for seamless post-transaction operations, minimizing disruptions and maximizing success. At RSM, we go beyond identification – we quantify remediation projects, optimizing stability, scalability, and supportability.
Why choose RSM?
Informed decisions: We empower buyers with the insights needed for strategic decision-making.
Operational efficiency: Our solutions optimize efficiency, aligning acquired operations with your objectives.
Value creation: We identify untapped value and develop execution plans for realization, ensuring you maximize your returns.
IT due diligence
In the intricate world of M&A transactions, IT due diligence provides assurance and clarity. It's not just about evaluating the current state of IT, but about peering into the future, understanding the scalability, and foreseeing potential challenges and opportunities. At RSM, this process is meticulously crafted to unveil every layer, providing a clear road map for integration, optimization and growth.
We assist with analyzing front- and back-office applications and advise on scalability to meet future-state needs advise on future-state needs for existing businesses for scalability. This can include:
- Reviewing IT applications
- Reviewing software contracts
- Evaluating IT applications to support growth
- Identifying new applications that better align to needs or fill gaps and/or applications that need to be replaced or updated
- Analyzing the role of business intelligence/reporting and its ability to support financial and operational analysis
We inventory hardware—including cloud infrastructure, servers, workstations, and mobile, telephony and networking equipment—and advise on future-state needs. This can include:
- Reviewing server software, including licenses
- Identifying replacement needs
- Reviewing network diagrams, internet service providers and other connectivity
- Reviewing server types, including on-premises, data center and cloud
- Identifying backup, business continuity, and disaster recovery approaches and concerns
- Reviewing key vendors and capabilities and identifying issues
We analyze your IT department organization, compare it to best practices and advise on a post-closing structure. This can include:
- Reviewing roles, turnover, staff tenure, salaries, locations and sourcing model
- Identifying structure issues, role gaps, overstaffing and alternative sourcing models
- Evaluating IT compensation and its alignment to market conditions
- Determining key-person risks, deal-related attrition risks and other turnover concerns
- Evaluating leadership capabilities of personnel
We analyze the overarching IT environment and help you understand whether it is properly aligned to business operations. This can include:
- Reviewing the strategy, road map, recent changes and upcoming changes for IT
- Reviewing the operational flow of the business, including lead-to-close, order-to-cash, source-to-pay, plan-to-produce, plan-to-report and recruit-to-retire
- Evaluating technical documentation and IT policies
- Determining risks associated with current IT operational governance
- Reviewing alignment of IT operational processes and procedures, applications, and infrastructure to business needs
- Evaluating functional areas currently unsupported or undersupported by IT
We assist with analyzing IT leadership and vendors and compare against leading benchmarks, and advise on how to structure post-closing. This can include:
- Assessing IT team structure and alignment to business functions, applications and infrastructure
- Evaluating open roles and alignment to business needs
- Reviewing the capabilities of key vendors that support IT operations and initiatives
- Determining help desk functionality and infrastructure management
- Identifying alignment of organization design to the growth and investment thesis
We assist with reviewing the budget and actual spend for applications, infrastructure, services, personnel, vendors, and other IT items and comparing the findings to benchmarks and best practices. This can include:
- Reviewing significant vendor, application and infrastructure contracts
- Assessing shadow-spend in other business functions
- Evaluating the budget impact of application, infrastructure and organization recommendations
- Reviewing the historical spend, planned budget and go-forward run rate versus benchmarks
- Identifying IT organization compensation concerns
- For asset transactions, identifying the potential cost of future relicensing impact related to relicensing applications
Cyber due diligence
In today's digital age, cyber due diligence is the shield against unseen threats. Beyond identifying vulnerabilities, it's about understanding the governance, compliance and potential risks that could affect a transaction. RSM's approach is comprehensive, ensuring that every digital detail is inspected and every potential cyberthreat is anticipated.
Risk governance seeks to develop an understanding of your enterprise risk management practices as they relate to your most sensitive data and assets. We review:
- The sensitive data life cycle, including ingestion, exchange, storage and disposal
- Enterprise risk management programs, risk identification and prioritization, and ongoing monitoring processes
- Cybersecurity policies, procedures and controls
- Cybersecurity insurance
- Ownership of enterprise risk and day-to-day cyber responsibilities
- The third-party risk and monitoring program
Regulatory and compliance risks encompass the data security and privacy obligations stemming from your geographic location, industry and business model. Key functions include:
- Identification of relevant regulatory obligations and your approach to complying
- Third-party cybersecurity attestations and certifications
- High-level review of key regulation-specific documentation and evidence for your company
- Additional deep-dive assessments as needed on regulatory frameworks such as HIPAA, PCI, GDPR, DFARS/CMMC, etc.
Core cybersecurity refers to the people, processes and technologies that mitigate cybersecurity risks on a daily operational basis. We can review:
- Overall network security procedures
- Logging and monitoring
- Threat and vulnerability management
- Custom-developed applications
- Data protection and encryption
- Cybersecurity awareness and training
- Incident response, as well as any prior security incidents
- Identify and access management and multifactor authentication processes
We review the dark web for sensitive data or credentials from your company that you may not even realize are out there. This can include:
- Investigating for leaked company data and active threat actors targeting across open and closed sources, including the deep and dark web
- Searching for exposure areas such as leaked source code, credentials, personal identifiable information, customer data sets and information on company executives
- Providing tactical and actionable recommendations to remediate any findings
We identify critical system-based vulnerabilities exposed on your external assets by conducting automated, passive vulnerability scans. This can include:
- Aligning your assertions to actual system configurations to identify areas of system exposure
- Identifying infrastructure issues, role gaps, overstaffing and alternative sourcing models
- Providing recommendations for immediately remediating identified configuration gaps
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