NDA Use Restrictions — Use With Caution — The Harvard Law School Forum on Corporate Governance

Small business of-interest, need-to-know, news-to-watch and takeaway advice on M&A — updated with two court case findings.

Excerpt:  This recent court decision in New York, coming on the heels of the Vulcan decisions in Delaware, emphasizes the potential unforeseen consequences to buyers of broad “use restrictions” in NDAs. Parties asked to agree to use restrictions should consider drafting changes to mitigate some of these unanticipated outcomes (e.g., seeking express acknowledgment that the buyer may pursue similar deals or opportunities) while also taking steps (e.g., internal firewalls) to buttress an argument that confidential information was not later misused in violation of the NDA.

Read full article via NDA Use Restrictions — Use With Caution — The Harvard Law School Forum on Corporate Governance and Financial Regulation.

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