skills/buyer-investor-list/references/compliance-confidentiality.md

# Compliance and Confidentiality Flags

This skill does not provide legal advice. Flag issues that require banker, client, legal, compliance, or conflicts review.

## Confidentiality controls

Flag parties that may require special handling:

- Direct competitors.
- Customers, suppliers, distributors, vendors, or commercial partners.
- Existing lenders or creditors.
- Buyers with portfolio companies that compete with the target.
- Parties with prior process leaks, aggressive diligence, or reputation issues.
- Parties likely to infer the target from limited data.
- Public-company situations involving market-sensitive information.

Suggested controls:

- Blind teaser before named outreach.
- No-name sounding call.
- NDA before identity.
- Redacted financials, customer names, pricing, margin, pipeline, product roadmap, and employee detail.
- Clean team or restricted data-room access.
- Client approval before competitor/customer/vendor/lender contact.
- Senior-only outreach.

## Antitrust and regulatory flags

Escalate when:

- Buyer is a direct horizontal competitor in a concentrated market.
- Combination could materially increase local or national market share.
- Buyer is a key supplier/customer/distributor with potential foreclosure concerns.
- Platform or ecosystem control is relevant.
- Serial acquisition/roll-up strategy may attract scrutiny.
- Labor-market concentration could be relevant.
- Industry approvals are required: healthcare, financial services, defense, telecom, energy, transportation, insurance, gaming, education, or other regulated sectors.
- Cross-border or foreign investment approval may be required.
- Sanctions, export control, data transfer, or national security concerns exist.

Output language should be: "flag for legal/antitrust review," not a definitive legal conclusion.

## MNPI and public-market outreach

For public-company investor targeting, pipe processes, convertible/preferred raises, wall-crossing, or securities-sensitive situations:

- Flag potential material nonpublic information issues.
- Distinguish public information from confidential process information.
- Note whether wall-crossing, nda, cleansing, or compliance approval may be required.
- Do not recommend selective disclosure of confidential or market-sensitive information without compliance process.

## Conflicts and relationship sensitivities

Flag:

- Existing client conflicts.
- Sponsor owns a direct competitor.
- Banker relationship conflicts or restricted lists where known.
- Prior broken deal or litigation.
- Board, management, shareholder, customer, supplier, or lender sensitivities.
- Parties that could disrupt employees, customers, suppliers, or media if leaked.

## Data-room and material controls

Recommend staged disclosure:

- Public/blind teaser.
- Named teaser.
- NDA.
- Initial cim or management presentation.
- Limited financial model.
- Full data room.
- Customer-level, pricing, margin, employee, and pipeline detail only after later-stage gating.

For direct competitors, consider a separate competitor data room with redactions and explicit approval gates.

## Language to use

Use careful language:

- "requires client approval before outreach."
- "recommend blind/no-name sounding only."
- "flag for legal/compliance review."
- "do not include in wave 1 absent approval."
- "high process value but high information-control risk."

Avoid:

- Definitive legal conclusions.
- Guarantees of regulatory clearance.
- Unsupported statements about restricted lists or conflicts.
- Contacting or suggesting contact to explicitly excluded parties.