Table of Contents

  • General Prohibitions
  • Document Creation
  • Information Exchanges
  • Unilateral Sales Calls (Acquirer)
  • Joint Sales Calls (Acquirer and Target)
  • Unilateral Contract with Partners (Acquirer)
  • Joint Contract with Existing Partners (Acquirer And Target)
  • Research and Development


General Prohibitions

Buyer and Target are still independent competitors until closing, so there are limits on integration activities as they relate to customers and partners.

  • DO confine discussions and integration activities to the planning stages.
  • DO NOT engage in any implementation steps without first consulting counsel.
  • DO NOT agree on current or future prices for existing products or those to be released.
  • DO NOT agree to avoid competing within certain territories or for certain customers (or classes of customers), or around certain products.
  • DO NOT agree to suspend or redirect competitive marketing activities.
  • DO NOT give customers, partners or anyone else, any impression the parties are acting jointly.  Avoid even the appearance of any pre-close integration or combination of the parties’ operations.

Though the parties’ products are complementary and do not directly compete, the government agencies responsible for antitrust enforcement may nonetheless take the view that the parties do compete or at least potentially compete in one or more defined markets ...


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Pre-Close Integration Data Sharing Rules

Table of Contents

General Prohibitions

Document Creation

Information Exchanges

Unilateral Sales Calls (Acquirer)

Joint Sales Calls (Acquirer And Target)

Unilateral Contracts With Partners (Acquirer)

Joint Contacts with Existing Partners (Acquirer and Target)

Research and Development