Seeking Advice: Sharing Target Information with Interns Under NDA

July 23, 2024

by a searcher from The University of Michigan - Stephen M. Ross School of Business in Kirkland, WA, USA

Hello Searchers,

I'm seeking advice on sharing target information with interns who have signed the Stanford Search Fund Primer Internship NDA Agreement. Specifically, I'm looking to engage them in preliminary due diligence for a particular target.

The NDA I signed with the broker for this target includes the following excerpt: "...That I will not disclose any information regarding these businesses to any other person who has not also signed and dated this agreement, except to secure their advice and counsel, in which case I agree to obtain their consent to maintain such confidentiality..."

Based on this clause, I interpret that I can share information with my interns because they have signed NDAs to collaborate with me on this project. I would appreciate hearing opinions and experiences from this community regarding sharing information with interns under similar circumstances.

Thank you in advance for your insights!

Reply by a searcher
from Texas Christian University in Fort Worth, TX, USA

The way I typically view this is I sign the NDA on behalf of my LLC and I have an established NDA with my interns who work for my LLC. So the NDA is with my LLC and any people working for my LLC. I imagine if you don't cause trouble by disclosing any sensitive information publicly you'll be alright. I still get terrified by NDAs though sometimes and go through the mental rabbit hole of asking "does this violate the NDA?". Usually when that happens, I try to remember I'm working with people, so treat them with respect of what they're asking in good faith, and it should be alright.

Reply by an intermediary
from Yale University in New York, NY, USA

I think you are good on this. I concur with your interpretation. I would say that if you want to be thorough, tell the Seller that you will uphold the NDA, however, you request that the Seller earmarks particularly sensitive information, that needs extra care. i would also have a strong word with interns that this is serious and any breach could affect their future prospects in finance. We all know of people ending careers because of simple mistakes... Happy M&A

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