8th IBA European Corporate and Private M&A Conference
6 Feb - 7 Feb 2020
Session information
Silence is golden – the intricacies of non-disclosure agreements in sales processes
Thursday 6 February (1315 - 1415)
Committee(s)
Corporate and M&A Law Committee
(Lead)
Mergers and Acquisitions Subcommittee
(Lead)
Description
It seems to be pretty straightforward- just keep quiet. But once you are reviewing a seven-page small-print non-disclosure agreement (NDA) you realise that the devil is in the detail. The panel will consider: • How should the term ‘confidential information’ be defined? • Is there an international standard or are there local differences? • Why should an NDA expire and what terms are reasonable? • Can I, as an adviser, inform other advisers to the client? • What exactly does it mean if the NDA allows divulging information ‘on a need-to-know basis’? • Can I agree to destroy all copies of the disclosed information upon request? • Do I have to insist to also get a non-disclosure agreement from the counterparty’s legal counsel? • What about non-solicitation undertakings in NDAs? • Is it acceptable to have a liquidated damage clause in the NDA?
Session / Workshop Chair(s)
| Nicholas Pacheco | Slaughter and May, Central, Hong Kong SAR |
Speakers
| Madalina Neagu | Schoenherr, Vienna, Austria |
| Lorenzo Olgiati | Schellenberg Wittmer, Zürich, Switzerland; Newsletter Editor, Corporate and M&A Law Committee |
| Alexander Ritvay | Noerr, Berlin, Germany |
| Henrik Rossing Lonberg | Plesner, Copenhagen, Denmark |