Confidentiality—share purchase
Confidentiality—share purchase

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Confidentiality—share purchase
  • Purpose of a confidentiality agreement
  • Terms of the confidentiality agreement
  • Format
  • The parties and authorised persons
  • Confidential information
  • Use of the information
  • Prohibitions on use
  • Period of restrictions
  • Return of information
  • More...

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for Corporate lawyers?

The following provides an overview of confidentiality agreements in the context of the acquisition of shares in a company (the target).

A confidentiality or ‘non-disclosure’ agreement will usually be signed early on in the transaction. Confidentiality provisions may be contained in a separate agreement or may be included in heads of terms. A separate confidentiality agreement is more common than incorporating such provisions into heads of terms.

Purpose of a confidentiality agreement

In a share purchase transaction, the seller will disclose to the buyer sensitive information about it, the target, the target’s group companies and their respective businesses to enable it to conduct its due diligence. The seller’s main concern will be that such information is kept secret and is protected from unwanted disclosure or misuse by the buyer (who may be a competitor) or other persons to whom such information is

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