Confidentiality and due diligence.

This topic contains 10 replies, has 11 voices, and was last updated by  Raid Almutairi 3 months ago.

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    Silman Ondrej Dia

    How do you make sure information doesn’t leak when conducting due diligence especially when gathering for instance cultural qualitative data from the target?


    Ang Pek How

    Based on my opinion, there is no way to stop the leaking of information permanently. It is just a matter of time that the information will leak. However, a non-disclosure agreement between the Company, the Target Company and any other advisers shall be executed prior to the due diligence exercise. The Company and the Target Company shall restrict the people to be involved in the due diligence exercise be kept to as minimum people as possible. It will be good if only the top management of the Company and the Target Company are involved the due diligence exercise and the assignment are being carried out by an independent third party professional.


    Jubran Alshahrani

    By having third parties and NDAs along with a secure data room, you should have almost minimal exposure to information leakage. Having the right governance and access rights that mirror it will help mitigate and put responsibility to the individuals that access the information from the data room. Finally, the more entrust from media, the more leakage there will be so managing media is key to reducing exposure risk.


    Bianca Stafford

    You need to ensure that a few, select number of people are privy to such information and that people sign the relevant Confidentiality and Non-Disclosure Agreements. There needs to be strict procedures in place for the access of this information and the recordal of who accesses such information and when. This can be achieved quite nicely through the use of a secure data room.


    Anne Becker

    You have to put into place NDAs and a very secure data room. You also have to communicate to the DD team how important it is not to disclose confidential information – maybe some quick training.


    Paul Yuen

    With COVID, more discussion on M&As activities will have to be conducted online. The increase use of virtual data rooms with proper security measures could help in preventing leaking of sensitive information.


    Peter Sakaitis

    During the due diligence process, it is difficult to include the needed people and employees that is necessary to provide the information required, but not to have the efforts and rumors leaked within the company. During our DD, we highlighted the personnel that were absolutely needed, and had them all sign NDA’s. We also emphasized the importance to keep the process quiet and reminded ppl to be careful when talking in open areas or printing something on the shares printer…..



    Besides the usual suspects like NDA and secure data rooms, I would say that selecting the team you trust is fundamental.


    Manuela van Ulzen

    Just starting with a DD I was also wondering how to void this. We have decided to go with external support and as mentioned in other posts with NDAs (even internal for the people working in the merger team)and secure data rooms. If this really helps, we will see.


    Eric Hubacheck

    Beyond the secure vdr and NDA’s and piaas, what we have found is that the absolutely crucial IP in a technology company might only be fully understood by one or two developers and CTO who created it. Others might have a broad understanding but might not know exactly how to recreate it.

    Ensuring the IP is only known by these couple and doing everything possible to keep these individuals in the closet and out of sight and heavily rewarded has been our strategy. I’ll let you know if that works!


    Raid Almutairi

    In my opinion, there are some actions you can take to prevent such data leakage such as signing mutual NDA, managing data transfer through VDR and limiting access to critical data to decision makers only.

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