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may have  a material  impact  on  the value  of  a company.    Additionally,  the  company may  be
                   financially, civilly, and legally liable if the SEC has not been notified of the material breach.
               7.  Is the company at risk of insider threat from disgruntled employees offering company data or
                   services on the dark web?
               8.  Has the M&A entity or its supply chain been breached, or is a breach likely, which could result in
                   leaked details about their M&A activities on the dark web?



            Organizations that purchase or merge with another entity inherit cybersecurity risks.  Unfortunately, many
            companies do not conduct adequate cyber risk assessments to determine if a potential acquisition has
            been breached or if there are precursors of a breach available to the threat actor to breach the company
            if they elect to.  This lack of exploration can increase the risks of inheriting compromised companies and
            their networks. In the fast-paced world of M&A, it can be increasingly more work to control cybersecurity
            risks. At the same time, information security departments may need more personnel and resources to
            mitigate discovered cyber threats.

            Many factors impact a company’s stock price. Without polling investors, it is unclear whether a stock's
            decline  after  a  breach  disclosure  is  due  to  correlation  or  causation.      The  Starwood  breach  was  a
            significant unknown breach that existed before and after its purchase by Marriott.   On the day Marriott
            announced the breach, its stock dropped 2%.  In the ten trading days after the announcement, its stock
            dropped 16%.  In the thirty days after the announcement, it dipped 25%.  It was 89 days from the date
            the breach was announced and Marriott’s lowest close for the year, with a stock price drop of 46%.

            During the M&A process, external consultants are often involved, depending on the deal's specifics.
            These consultants typically include investment banks, buying and selling agents, lawyers, auditors, etc.
            However, it is increasingly common to include CTI vendors as well. These vendors assess the security
            status of the company being considered for the deal and determine if there has been any breach or theft
            of valuable items by a known or unknown third party. This information is crucial as it can significantly
            impact the sale.

            It  is  about  more  than  just  evaluating  the  M&A  company.  Threat  actors  more  frequently  target  M&A
            organizations  than  typical  businesses.  Higher-end  threat  actors  use  proven  and  profitable  business
            models such as industrial espionage and stock market manipulation, making breaching an M&A company
            very profitable. Therefore, M&A entities can benefit from CTI monitoring, such as what Resecurity offers,
            to safeguard themselves and the other entities involved in M&A activities. Additionally, it is essential to
            protect the confidential information the seller provides, as any leak could result in a seller's SEC rule 7
            disclosure.



            CTI for M&A

            It is common for M&A companies to do CTI analysis during the M&A process.  Most M&A companies
            outsource  various  aspects  of  determining  the  company’s  cybersecurity  posture  to  other  companies,
            including a perimeter scan of the company’s network, scans of low-end cybercrime forums (TOR), and a
            review of the company’s source code. However, external threat intelligence can enhance this vetting by




            Cyber Defense eMagazine – March 2024 Edition                                                                                                                                                                                                          84
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