Episode 255: Striking the Right Balance: Timing and Disclosure in Dealmaking with Corey Kupfer
DealQuest Community, on this episode, I’d like to delve into a crucial aspect of deal-making that can be both an art and a negotiation: Determining when and what information to share with potential deal partners. Balancing transparency with confidentiality is essential, and this decision-making process involves attorneys, accountants, and strategic evaluation.
THE NECESSITY OF NON-DISCLOSURE AGREEMENTS AND BEYOND
While Non-Disclosure Agreements (NDAs) are one solution, they may not cover all scenarios. Certainly, NDAs are a common first step to safeguard sensitive information, but they may not be enough. Proving a breach and enforcing the NDA can be challenging, and some deal partners may find ways to use general knowledge or publicly available data to gain a competitive advantage.
Every industry and deal is unique, making it essential to customize your information disclosure strategy accordingly. While you wouldn't disclose client names and contact information until a definitive agreement is in place, other non-identifiable data, such as pricing, revenues, and general business models, can be shared earlier in the process.
It's crucial to be cautious, however, when sharing details about proprietary aspects of your business, such as pricing structures or unique billing methodologies. While potential partners may need some level of information to evaluate the deal's potential, there are aspects you should hold close until you've reached a certain stage of negotiation.
THE ROLE OF DUE DILIGENCE
As a deal progresses, you'll eventually need to provide comprehensive due diligence information, listing material contracts, detailed financials, regulatory licenses, and more. However, investing significant internal and external resources into due diligence should be done when there's a high likelihood of finalizing the deal.
Successfully navigating deal information disclosure requires a thoughtful and strategic approach. Customizing your disclosure strategy based on your industry and deal specifics, engaging in transparent discussions with potential partners, and seeking professional guidance will enhance your chances of striking the right balance. Remember, dealmaking is a fascinating journey that requires a combination of science, art, negotiation, and careful consideration.
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Corey Kupfer is an expert strategist, negotiator, and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author, and professional speaker. He is deeply passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.
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