Cybersecurity and M&A

Recorded On: 03/25/2024

We all need to be prepared for a possible acquisition, divestiture or sale, and cybersecurity is one of the hot ânewâ topics in M&A, as well as a focus area of boards, investors and courts. We aim to address how should you be prepared; how are deal terms, pricing, escrow, liability and reporting requirements impacted; what should be included in diligence; what are the right levels of access for diligence; how are current market practices evolving; how companies undergoing transactions are being targeted by criminals; how to follow through on diligence findings after a transaction closes; considering whether your counterparty is already compromised or non-compliant with security regulations and whether your counterpartyâs immaturity increases your risk of compromise or regulatory action. Whether an acquisition, divestiture or sale is in your companyâs near-term plans or down the road, the time to prepare is now.

Randall Cook

Chief Legal Officer, CCO and CRO (former)

BlackBerry

Randall Cook has served as a public and private company General Counsel, a U.S. Government official, federal prosecutor and in private practice, and is also a former intelligence officer.

Most recently, Randall was the Chief Legal Officer of BlackBerry, a cybersecurity software and services company serving 80%+ of the U.S. Government, 18 of the G20, 24 of the 25 top electric vehicle makers, 9 of the 10 top global banks, and 9 of the 10 largest automotive OEMS, as well as medical device, healthcare, manufacturing, law firms and other companies. He also served as Chief Compliance Officer and Chief Risk Officer, and led the Global Security, Lawful Access, Employee Health & Safety, Forensic Investigations and Government Affairs teams. Prior to BlackBerry, he was the General Counsel of Calypso Technology, a PE-backed financial services software company, and SVP and General Counsel at Advent Software, a public software and data company. Prior to joining Advent, Randall was the Assistant General Counsel for iXL, Inc., a public e-commerce technology and development company, during and after its IPO.

Randall also served in the U.S. Government and on interagency committees with a wide range of agencies and federal labs, advising on international and technology issues. His roles included serving as a Special Assistant U.S. Attorney at the U.S. Attorney’s Office in Washington, D.C. where he was the lead prosecutor for intellectual property piracy and other cases; Special Counsel at the U.S. Department of Commerce; and Attorney-Advisor in the Executive Office of the President at the U.S. Trade Representative’s office. In private practice, he represented technology, satellite, aerospace, telecom, mobile, manufacturing and regulated companies, including before Congress, the Executive Branch, the Courts and independent agencies.

Randall graduated summa cum laude and Phi Beta Kappa from Claremont McKenna College, and he received his law degree from U.C. Berkeley. He is admitted to practice in California and before the Supreme Court of the United States, the Court of Appeals for the D.C. Circuit and the U.S. District Court for the Northern District of California.