Category Archives: Terminology

Confidential Information Memorandum

What Does a CIM Include and How Do You Position it?

A Confidential Information Memorandum, or CIM, is the main overview document provided in the private company sale or private equity financing process.  A CIM is made available subsequent to signing an NDA and presents detailed company information as a basis for an indicative value discussion. The CIM is typically prepared by the adviser and ranges…

NDA-non-disclosure-agreement

NDA: What is it Good For?

Non Disclosure Agreements (NDA, also called CA for Confidentiality Agreements) are contracts that stipulate that information received from a counterparty will only be used for the purpose as defined in the NDA.  In other words, it will not be used as a basis for competitive tactics or shared freely with others.  NDAs are signed in…

Purchase and Sale Agreement

The Purchase and Sale Agreement Explained

The Purchase and Sale Agreement (PSA or SPA in the case of a Share Purchase Agreement) is one document in a set of final documents that completes a company divestiture transaction.  Other documents typically include employment agreements, escrow agreements, non-competition agreements, releases, and more depending on the type of transaction being contemplated. The closing documents…

business due diligence

What is Due Diligence and What Does it Consist of?

Due diligence is an investigation of a business or person prior to signing a contract.  More specific to a business sale, business due diligence is the process of verifying the representations made in the CIM and other marketing materials provided to the potential acquirer by the seller.  For example, in a CIM it may say…