Exclusivity (No-Shop) Agreements in Private M&A Deals


Summary

This practice note discusses considerations for M&A practitioners when advising a client on the use of an exclusivity agreement in an M&A deal involving private companies. It also summarizes the fiduciary duties implicated for a seller's board of directors, and considerations in drafting the key terms of the agreement. For guidance on exclusivity agreements in a public company M&A transaction, see Exclusivity (No-Shop) Agreements in Public M&A Deals. For a template exclusivity agreement, see Exclusivity Agreement (No-Shop Agreement, Acquisition Transaction). See also Exclusivity Agreements Drafting Checklist (No-Shop Agreements, Acquisition Transaction).