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

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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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Meet our leaders

Craig Coffaro

IT Due Diligence Leader
Kevin Carpenter

Cyber due diligence leader
Neal Cao

Principal, Software Due Diligence Leader

Craig Coffaro

IT Due Diligence Leader

Kevin Carpenter

Cyber due diligence leader

Neal Cao

Principal, Software Due Diligence Leader

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RSM US LLP is a limited liability partnership and the U.S. member firm of RSM International, a global network of independent assurance, tax and consulting firms. The member firms of RSM International collaborate to provide services to global clients, but are separate and distinct legal entities that cannot obligate each other. Each member firm is responsible only for its own acts and omissions, and not those of any other party. Visit rsmus.com/about for more information regarding RSM US LLP and RSM International.

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