M&A BuildingBlocks - Confidentiality Agreements

Before a potential buyer is willing to make an offer, even a non-binding offer, to acquire a company, the buyer will often want to have an opportunity to complete at least preliminary due diligence regarding the target to enable it to evaluate the opportunity and set a price. To provide the parties with some basis as to the use of, and access to, non-public information, the parties will generally enter into a confidentiality (or non-disclosure agreement) ("CA"). In addition, in order to retain control of the process, most targets will insist that the CA include a standstill provision that would generally prohibit the buyer from making a hostile or unsolicited bid for the target for an agreed upon period of time.