A sale process requires disclosing sensitive information to parties who may be competitors and who may not buy.

Staged disclosure. A blind teaser, then a confidentiality agreement, then a confidential information memorandum, then a data room, then confirmatory diligence for the selected party. Each stage releases more, to fewer people.

The agreement. Definition covering oral and observed information; permitted recipients limited to those with a need to know and bound to the same terms, with the recipient responsible for their breaches; a prohibition on contacting employees, customers and suppliers; a standstill where the counterparty could acquire securities; a term long enough to matter; and return or destruction on request with a carve-out for archival copies.

Non-solicitation of employees, drafted to cover hiring as well as soliciting, with a general advertising exception.

Residuals clauses should be resisted by sellers in a process involving competitors.

Clean teams for competitively sensitive information where the buyer competes, with named individuals who are not in commercial roles and who cannot share with those who are.

Antitrust discipline. Pre-closing, the parties remain competitors. Information exchange must be limited to what is necessary for valuation and integration planning, through defined channels.