Data Privacy and Cybersecurity Risks in M&A Deals: Pre-Planning, Due Diligence, and Risk Allocation Strategies
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Wednesday, March 13, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will guide deal attorneys in managing and allocating data privacy and cybersecurity risks in M&A transactions. The panel will discuss best practices for identifying and addressing data privacy and cybersecurity concerns throughout the life of a deal.
Mr. Ilan’s practice focuses on intellectual property law, as well as cybersecurity and privacy. He has significant experience in representing leading multinational corporations and private equity firms in IP, technology and privacy issues arising in transactional contexts, particularly transactions involving acquisition of or investment in IP, data and various technologies. Mr. Ilan is a frequent author and speaker on IP and cybersecurity topics and has worked extensively on IP in bankruptcy matters.
Mr. Brill consults with law firms and corporations on investigative issues relating to computers and digital technology, including the investigation of computer intrusions, Internet fraud, identity theft, misappropriation of intellectual property, cases of internal fraud, data theft, sabotage and computer security projects designed to prevent such events. He has worked extensively on developing methodologies for collecting evidence from corporate information systems.
Data security breaches are at an all-time high, and the data privacy legal landscape is changing rapidly with new and expanded data protection laws nationally and internationally. At the same time, data is often among the most valuable assets of a target company. For these reasons, data privacy and cybersecurity planning in M&A transactions is more crucial than ever.
Counsel for buyers should evaluate and prioritize data privacy and cybersecurity risks throughout the life cycle of a deal, beginning with the assessment of a potential target, through the contract drafting stage and when closing the deal.
Examining a target's data assets and identifying privacy and cybersecurity vulnerabilities are essential to identifying showstoppers, executing a deal, including implementing risk mitigation measures, and planning for successful data integration post-acquisition.
When negotiating and drafting the transaction documents, counsel for both parties should ensure that any data transfer or sharing in connection with the transaction is compliant with privacy laws and that the relevant reps and warranties provisions and related indemnities or other recourse are tailored to the target's data privacy and cybersecurity risks.
Listen as our authoritative panel examines critical considerations for managing and allocating data privacy and cybersecurity risks in M&A deals.
- Key issues to look for in the diligence process, taking into account the risks associated with the target
- Transaction-related data transfers
- Allocating data privacy and cybersecurity risks when drafting and negotiating transaction documents
- Representations and warranties
- Indemnity provisions
- Insurance
- Other contractual measures that can be used to mitigate privacy and cybersecurity risks
- Risks associated with post-closing integration of data and systems.
The panel will review these and other key issues:
- What should counsel request from the target company to identify potential data privacy and cybersecurity vulnerabilities early in a transaction?
- How can transaction documents allocate risk through reps and warranties and indemnity provisions or other risk mitigation terms?
- How should transaction-related data transfers (whether pre-signing, pre-closing, or post-closing) be tailored to comply with privacy laws?
