Richard Vernon Smith Co-Authors Forbes Article on M&A Non-Disclosure Agreements


Orrick’s Richard Vernon Smith has co-authored an article in Forbes, along with Richard D. Harroch and David A. Lipkin about the importance of non-disclosure agreements (NDAs) in M&A transactions. The authors note that “although NDA forms are abundant, and it seems like every buyer and seller has a ‘standard form,’ NDAs, like all contracts, contain critical terms that should not be accepted as boilerplate.” The article describes the differences between mutual and non-mutual NDAs, the scope and exclusions of the confidentiality and non-use obligations in NDAs, as well as suggested provisions to include in NDAs.