Confidentiality in M&A Checklist

1. Legal Safeguards

• Draft and execute Non-Disclosure Agreements (NDAs) with all potential buyers, advisors, and third parties.
• Include strong non-solicitation and non-circumvention clauses to protect relationships with employees, customers, and suppliers.
• Ensure that NDAs extend to both written and verbal communications.

2. Information Management

• Establish a tiered data room (virtual or physical) to control buyer access.
• Share only essential, staged information—start with high-level financials and only provide sensitive details later.
• Redact or anonymize particularly sensitive data (e.g., customer names, proprietary technology details) until later deal stages.
• Track and log who accesses documents and when.

3. Communication Protocols

• Designate a single point of contact (e.g., your investment banker) for all buyer communications.
• Develop a standard response script for employees, vendors, or customers if rumors arise.
• Avoid email chains—use secure communication channels whenever possible.
• Clearly define who inside your company is “in the know” and limit deal discussions to that group.

4. Managing Stakeholders

• Brief only key executives and advisors early in the process.
• Delay informing employees, suppliers, or customers until necessary to avoid destabilizing operations.
• Prepare a contingency plan if confidentiality leaks occur—decide in advance who will handle messaging.

5. Buyer Screening & Staging

• Pre-qualify buyers for financial capacity and strategic fit before disclosing sensitive data.
• Release information in phases (teaser → CIM → data room → management meetings).
• Maintain a competitive bidding environment to discourage leaks and gamesmanship.

6. Advisor Coordination

• Ensure your M&A advisors, attorneys, and accountants adhere to strict confidentiality protocols.
• Require advisors to sign NDAs if not already under professional confidentiality obligations.
• Align messaging across all advisors to prevent mixed signals.

Merit Investment Bank as a leading boutique investment bank is focused on entrepreneurial middle-market companies. Merit Investment Bank Executes sell-side M&A, buy-side M&A, and capital advisory services, debt and equity capital raises, corporate finance, and valuation services.

Securities offered through Finalis Securities LLC Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities.