Comments on: What’s in YOUR Nondisclosure Agreement?

By: Ted Leverette

Ted Leverette — Tue, 29 Oct 2019 06:43:47 +0000

One of the biggest mistakes too many searchers/buyers make entering the buy/sell playing field is not getting their own NDA signed by brokers, owners and sellers of companies. (Not to mention some of the horrible NDAs foisted on searchers.)

• What about protecting the fact that you want to buy a business . . . and you don’t want your employer to know about it?

• How about the content of your financial statement and borrowing power?

This is why the advisory teams of savvy buyers and sellers include experts with a proven record of facilitating win-win deals that should occur.

• I, for example, won’t collaborate with buyers unless they hire the right kind of attorney and tax advisor at the right time and then properly engage those specialists. It’s good for all of us.

BTW, it’s 2 a.m. right now at home in Florida and I’m awake reading John Dini’s excellent website (awakeat2oclock.com) while awaiting a call from someone I’m helping in the UK.

• “Awake at 2 o’clock” . . . I wish I had thought of that title!!!!

By: John F. Dini

John F. Dini — Wed, 29 Jun 2016 17:33:43 +0000

In reply to Richard Mowrey. Good point Richard. Actually most large companies won't agree to a non-employment clause for just that reason. They don't want liability (or screening responsibility) for normal recruiting activities. With smaller acquirers, JV and merger discussions, I have seen it included (subject to state unemployment law, as was previously noted.)

By: Richard Mowrey

Richard Mowrey — Wed, 29 Jun 2016 13:20:44 +0000

In many areas, employees’ response to an open advertised employment solicitation is normally not covered by the NDA’s restrictive provisions….while direct contact is. From a client perspective, it is important to note the difference and that the risk exists, but is essentially the same as it is in “normal” times.

By: John F. Dini

John F. Dini — Sun, 26 Jun 2016 16:40:05 +0000

In reply to Jim marshall. Good point Jim. That is why an attorney familiar with your jurisdiction is a must.

By: Jim marshall

Jim marshall — Sun, 26 Jun 2016 14:41:19 +0000

In some areas an NDA requirement preventing hiring any your employees have been found not legal because of is effect on freedom to find new employment for the employee. EG where there are limited opportunities for certain skill sets in the geographic area.