Meaning of Jumping the Gun

Prior to close: 

  • Neither company can attempt to exercise control over the other
  • Cannot exchange competitively sensitive information
  • Must operate as separate entities until the transaction closes

Examples of Prohibited Activities:

  • No joint pricing, promotions, expansion plans (or influencing each other on these) 
  • No coordination on competitive practices, decisions or strategies
  • Can’t participate in or influence each other’s day-to-day operations
  • No joint decision-making on operational purchases or dispositions
  • Acquirer employees cannot act on behalf of Target employees, nor vice versa
  • No coordination on sales, purchasing or contracts with suppliers or vendors
  • No division of customers or markets between the companies
  • No implementation of integration plans prior to closing
  • No broad unfettered access to each other’s systems (email, reports, etc)
  • No access to office space or sales, marketing or operational personnel

Competitively Sensitive Information:

Before closing, an acquirer should not exchange competitively sensitive information with the other party. Examples of competitively sensitive information include:

  • Current or future prices, price schedules, pricing policies, pricing plans or terms of sale
  • Product-specific costs, including materials and third-party labor supply costs and national vendor contract terms
  • Customer and product-specific prices, profitability, profit margins, discounts or rebates
  • Vendor prices, profit margins, discounts or rebates
  • Competitive strategies, including:
  • Sales, bidding and marketing plans
  • Specific harvesting plans
  • Growth or expansion plans (including product and geographic markets)
  • Other strategic plans
  • Attempts to retain specific customers, land suppliers or materials/labor suppliers...


Slide titles:


Confidentiality Reminder
Confidentiality Reminder
Pre Close Rules of Engagement
Pre Close Rules of Engagement
Competitively Sensitive Information
Competitively Sensitive Information
Activities Permitted Prior to Closing
Activities Permitted Prior to Closing
Data Exchange Process
Data Exchange Process
Pre Close Rules of Engagment
Pre Close Rules of Engagment
Prohibited Activities
Prohibited Activities
Prohibited Activities: Examples
Prohibited Activities: Examples
Additional Activities Permitted Prior to Closing
Additional Activities Permitted Prior to Closing
Competitively Sensitive Information - Examples
Competitively Sensitive Information - Examples