NDA (Non Disclosure Agreement)

Agreement to be signed by any investor who is willing to start negotiations with a seller, previously to the delivery of any information whose diffusion is strategic. This agreement will display and list the information considered as confidential by the seller as well as the conditions in which the investor has access to them.
If the two parties finalize the transaction, the confidentiality agreement ends and is replaced by more complex agreements like the shareholders' agreement. On the opposite, if the transaction fails within the initially expected period of time, the investor will remain bound by the confidentiality agreement.
If the investor fails in its obligations, the sanctions will be the claim of damages, but which in reality are not always easy to obtain by the seller.

Open Bid

Auction organized by a seller and/or an M&A advisor to sell a company. Potential buyers are carefully selected and the sales process is strictly defined.

Pre-emption right

Priority right of a shareholder to buy the shares of another shareholder who plans to sell them. When a significant shareholder intends to exit a company, another shareholder can exercise its pre-emption right, avoiding the entry of a third party investor. This right is negotiated in the shareholders' agreement.

Private equity

Generic word for all kinds of equity investing carried out by professional investors (funds, business angels). This word thus combines venture capital, development capital, turnaround capital and LBOs.

Public to private (P to P)

Acquisition of a significant portion of the equity of a public company followed by an exit of the stock exchange.