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The seller series, part 2 The non-disclosure agreement is an important piece of any M&A transaction, so make sure it gives you the protections you need during and after negotiations.
I n the dynamic world of M&A there are a few key documents that are necessary to ensure a successful and painless transaction. The first document we discussed in “The Seller Series” was the M&A transaction teaser. But what happens after a buyer has reviewed the teaser and has confirmed that they are interested in learning about your firm? Glad you asked! My goal for “The Seller Series” is to educate our readers and demystify key M&A documents associated with a sell-side transaction.
Noah Hunt
2)One-way versus mutual NDAs. A one-way NDA, also called a “unilateral” NDA, protects the issuer of the confidential information. The receiving party is bound to protect and restrict disclosure of such information to any third party. In contrast, if a com- “If, after reading a firm’s teaser, the buyer is interested in learning more about the seller, the two parties are advised to enter into a confidentiality agreement, also known as a non- disclosure agreement.”
If, after reading a firm’s teaser, the buyer is interested in learning more about the seller, the two parties are advised to enter into a confidentiality agreement, also known as a non- disclosure agreement. The NDA is designed to enforce confidentiality among buyers, define terms of engagement, limit what can be disclosed to third parties, and dictate terms to which counterparties must agree. Important elements to consider before entering into an NDA include: 1)Why use an NDA? An NDA is a legal document, designed to protect confidential information from being revealed to unwanted third parties, or being negatively used against the parties disclosing the information.
See NOAH HUNT, page 4
THE ZWEIG LETTER July 31, 2017, ISSUE 1210
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