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MAINTAINING CONFIDENTIALITY DURING A COMPETITIVE SALE PROCESS
MODERATORParis Aden, Partner & Co-Founder, Valitas Capital Partners
PANELHarry Blum, Managing Partner, Collins Barrow Toronto LLP
Curtis Cusinato, Partner, Stikeman Elliott LLPTim Morton, Managing Partner and Founder, Prompta Consulting Group
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• Leaks can undermine the confidence of stakeholderso Employees
o Customers
o Suppliers
• Competitors could suggest a sale process signals weakness
• Some bidders could use information they get through the process against you
1. WHY IS CONFIDENTIALITY IMPORTANT?
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• Need to Know principle
• Who is in the Inner Circle at the outset?
• How does it change as the sale process progresses?
• “Bake-off” hazards
2. YOUR INNER CIRCLE
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• The window of vulnerability
• How to minimize it
• The unique risks of a failed sale negotiation
3. TIME IS YOUR ENEMY
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• “No-names” canvass• Teaser• Information Memorandum• Management Presentations• Plant Tours• Virtual Data Room• Customer, supplier, key employee interviews
4. ESCALATION OF DISCLOSURE: TABLE STAKES
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• How do the best in the business protect confidentiality?
• Confidentiality agreements – considerations
• Common blunders
• Code names
• Secure email
• Watermarking
• VDR’s
• Offsite meeting locations: the “Family Reunion”
5. PROTOCOLS AND SAFEGUARDS
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• If you sell, everyone will know eventually
• Messaging that sets a positive tone for stakeholders going forward is key
• In the rare event of a leak, you may have to disseminate a standby statement – determining messaging in advance is critical
• Dissemination plans at announcement – Press release, message to employees, “Town Hall” meetings, communications with suppliers and customers
• Should your process be announced at the outset?
6. MESSAGING AND STANDBY STATEMENTS