At Bravery Group, we talk about bold decisions and having the courage to chart your own path. We were founded to be the most innovative M&A advisory for digital marketing and analytics firms, built on the depth and heritage of decades of digital strategy and operational excellence industry, so we made our Confidential Information Memorandums (CIMs) strategically informative and highly valued. Bravery Group further differentiates itself within the industry through the use of Monte Carlo simulations, helping clients evaluate competing offers. Today, we are proud to announce another innovation, changing the way the process “gets done” – our embrace of the oneNDA standard for M&A.
In M&A, NDAs are a critical tool as they facilitate the sharing of Confidential Information by offering certain protections to the disclosing party. However, negotiating NDAs is a terribly inefficient process and a constant source of frustration for all parties involved. Sellers and Buyers typically have their own “standard” NDA, which may go through several redline iterations with a counterparty before arriving at an agreeable NDA (in many instances, weeks later). Furthermore, with a growing number of PE firms using AI-driven review services (e.g., Ontra, Superlegal, and Linksquares) the volume of redlines is proliferating, although much of this is just “noise” with substantial sections of an NDA auto-rewritten without changing anything of substance. This is simply a waste of everyone’s time, focus and legal fees, made even more acute when a potential buyer quickly passes on the opportunity after extensive NDA revisions only to quickly pass after reviewing the CIM.
The TLB noted in a 2020 study that NDAs represented 63% of their legal workload, while only contributing 7% of their revenues. As a result, they launched oneNDA in 2021 for general business purposes and subsequently released the M&A version in 2022. Today oneNDA is an open-source NDA standard, crowd sourced by leading law firms and in-house lawyers from around the world.
We firmly believe that the future of contracts lies in standardization. There is no reason why each and every contract should be expressed in different words, especially when 90% of standard commercial agreements say more or less the same thing.
The M&A oneNDA is neutral, deliberately mutual, and has discarded unnecessary-yet-onerous language while keeping the important terms for Sell and By-Side parties. Its terms are fixed and standard for everyone – either an NDA is fully on the oneNDA standard or it isn’t a oneNDA.
Bravery Group does not espouse that oneNDA is perfect, and no doubt some will feel it omits / weakens certain terms. However, the relevant question for the M&A community is whether this is an acceptable trade-off for the standardization and convenience that oneNDA offers (i.e., a fair, industry-standard NDA with any deficiencies overcome by the lack of friction). By definition, everyone (Buy- and Sell-side) who uses oneNDA can be assured of receiving market terms – which is largely what a fully negotiated NDA aims to achieve anyway.
Utilizing oneNDA is a means to quickly arrive at a market NDA. That is innovation Bravery Group supports because we believe in the disruptive nature of open-source initiatives, in general, and because we all know that the NDA process really should be a lot easier.
To learn more, contact Bravery Group at firstname.lastname@example.org.