NDA Mergers And Acquisitions for Nigeria

NDA Mergers And Acquisitions Template for Nigeria

A comprehensive non-disclosure agreement specifically designed for mergers and acquisitions transactions in Nigeria, incorporating relevant provisions from Nigerian corporate law, including the Companies and Allied Matters Act (CAMA) 2020 and the Investment and Securities Act 2007. This document provides robust protection for confidential information exchanged during M&A due diligence, negotiations, and transaction processes, while ensuring compliance with Nigerian data protection regulations and competition laws. It includes specific provisions for deal team management, clean team arrangements, and handling of commercially sensitive information.

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What is a NDA Mergers And Acquisitions?

This NDA Mergers And Acquisitions document is essential for protecting confidential information during M&A transactions in Nigeria. It should be used at the initial stages of any potential merger, acquisition, or business combination when parties begin to exchange sensitive business information. The document incorporates key requirements from Nigerian legislation, including CAMA 2020, the Investment and Securities Act, and the Nigeria Data Protection Regulation. It addresses specific needs of M&A transactions such as due diligence processes, clean team arrangements, and deal team access protocols. The agreement is particularly important given Nigeria's developing corporate landscape and the increasing complexity of cross-border transactions in the region.

What sections should be included in a NDA Mergers And Acquisitions?

1. Parties: Identification of the disclosing and receiving parties, including their registered addresses and company details

2. Background: Context of the potential M&A transaction and purpose of sharing confidential information

3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Transaction'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the M&A context

5. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Information Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Duration and Survival: Term of the agreement and surviving obligations

10. Non-Solicitation and Non-Competition: Restrictions on soliciting employees or competing with the disclosing party

11. Remedies: Available remedies in case of breach, including injunctive relief

12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

13. General Provisions: Standard provisions including amendments, notices, and severability

What sections are optional to include in a NDA Mergers And Acquisitions?

1. Reverse Non-Disclosure: Mutual confidentiality obligations when both parties will be sharing confidential information

2. Anti-Trust Compliance: Required for transactions that may have competition law implications

3. Data Protection Compliance: Specific provisions for compliance with NDPR when personal data is involved

4. Standstill Provisions: Restrictions on acquiring target company shares during negotiations, relevant for public company transactions

5. Deal Team Procedures: Specific procedures for deal team composition and clean team arrangements

6. Public Announcements: Controls on public statements about the potential transaction, particularly important for listed companies

7. Securities Trading Restrictions: Insider trading prevention provisions, necessary for public company transactions

What schedules should be included in a NDA Mergers And Acquisitions?

1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information

2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures

3. Schedule 3 - Disclosure Process: Process for requesting and providing access to confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors

5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room

6. Appendix C - Clean Team Protocol: Procedures and requirements for clean team members handling commercially sensitive information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Oil & Gas

Manufacturing

Technology

Telecommunications

Real Estate

Healthcare

Agriculture

Mining

Retail

Infrastructure

Energy

Transportation

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Mergers & Acquisitions

Due Diligence

Risk Management

Compliance

Corporate Secretariat

Business Development

Executive Leadership

Investment Banking

Transaction Advisory

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Development Director

M&A Director

Legal Counsel

Investment Banker

Due Diligence Manager

Transaction Advisory Manager

Corporate Strategy Director

Business Development Manager

Risk Manager

Compliance Officer

Integration Manager

Deal Manager

Board Member

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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