Cybersecurity representations are statements in the purchase agreement about the target's security practices and incident history. Engineers do not write them, but they supply the facts behind them. Accurate, evidence backed statements protect both sides. This is general information, not legal advice.
Myth: the lawyers handle it, engineering is not involved
Fact: Lawyers draft the language, but each statement must be true of the actual systems. Engineering and security staff should review every factual claim before signing.
Myth: absolute statements are safer
Fact: A claim such as "no security incidents have ever occurred" is hard to prove and easy to breach. Knowledge qualifiers and defined terms are common because absolute claims are risky. Counsel decides the wording. You decide whether it is true.
Myth: a disclosure schedule is a formality
Fact: Disclosure schedules list exceptions to the statements. Anything missing from them may be treated as a statement that no exception exists. Compile the schedule from real data: the incident log, the open vulnerability list and the compliance gaps.
Myth: compliance documents prove the statements
Fact: A SOC 2 report or similar document has a defined scope and period. A statement that you comply with a framework across the company needs support beyond that. Match the wording to what the document actually covers.
Myth: it only matters at signing
Fact: Statements are often repeated at closing, and a gap between signing and closing can matter. Keep a log of security changes and incidents during that window.
What engineering can prepare
- An incident log with dates and outcomes.
- A current vulnerability and remediation record.
- Lists of third party services holding customer data.
- A summary of compliance reports with scope and dates.
- Notes on anything unusual, such as old systems or exceptions.
After closing
Claims that proved wrong become remediation items. Track them in the integration plan.
A fact checking routine
Before signing, run a simple routine on each draft statement. Highlight every factual claim. For each, name the person who can confirm it and the evidence that backs it. If the evidence is missing, flag the statement for counsel.
Meet once with security, engineering, IT and legal in the same room. Read statements aloud. People will often say, for example, that a claim is true for production but not for the staging environment, which changes the wording.
File the evidence with the signed agreement. If a dispute arises later, a record of what you checked and when is valuable. It also helps the acquirer's team understand what was promised once they start running the systems.
Quick check
Who should sign off the technical facts?
The people who run the systems, with counsel reviewing the legal wording.
Last reviewed: 19 October 2026.
