NDA Markups

by a searcher

11 months ago

Curious to compare notes on how other independent sponsors handle NDAs.

When I worked in private equity, our legal counsel used to negotiate NDAs pretty hard, but I wonder how that plays in the microcap market when working with mom and pop brokers where you don't have a committed fund. I would like the protections of a correctly drafted NDA but also don't want to alienate a broker by having too heavy handed of a touch to the markup.

Anyone ever have a broker not show you deals because you were too aggressive in negotiating an NDA?

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33 comments

searcher from Lewis University

The NDA, like many legal documents, is indeed tailored to the recipient; however, in M&A I have found a fair approach protecting both parties not infrequently subject to 'redline', especially in the case of 'mom and pop' or small business. Most of the language should be solid and fairly inarguable. If you have terms that are one-sided or unfair you should expect pushback.

11 months ago | like reply | 0 likes

searcher from George Mason University - School of Business

A broker refused to push my markups to the attorney on an NDA recently. Their NDA basically said I had to pay the Broker's fee if the acquisition failed - LOL. Push back and walk away if you don't get the language to be fair. Imagine what they will do to the purchase agreement if they wont negotiate the NDA.

11 months ago | like reply | 0 likes

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