We often receive inquiries from clients asking if it is possible to obtain the other party's private information, such as passport number, ID number, home address, etc., during the due diligence process ....
In due diligence, it is crucial to understand the line between information that can be disclosed and information that should be kept confidential. Especially in a country like the Philippines where privacy is valued.
A counterparty's trade secrets and private information should never be disclosed without explicit consent.
Today, we helps you analyze what information can be disclosed and what should be kept confidential in due diligence?
What can be disclosed
- Company name, place of incorporation, date of formation and business license information.
- Background information on the management team, including the education and professional experience of directors and officers.
- Most recent financial statements, including balance sheet, income statement and cash flow statement.
- Tax compliance status and major tax liabilities.
- Significant contracts (e.g., customer contracts, supplier contracts) and related terms.
- Litigation history, including settled and ongoing cases.
- Information on terms and conditions that are publicly available at the business level.
- Description of main products and services.
- Market positioning and competitor analysis.
- Information that anyone can find in a web browser or on the Internet
Non-disclosable elements
1
Trade secret
- Sensitive business information such as product formulations, manufacturing processes and customer lists.
- Confidential internal information, including R&D programs and marketing strategies.
2
Private information
- Employee personal data, such as social security numbers and payroll details.
- Consumer personal data, especially where consent has not been obtained.
3
Records of internal communications
- Internal company mailings, meeting minutes and other non-public communications.
- Unpublished minutes of board meetings and records of decisions.
4
Pending litigation and contracts
- Sensitive details about ongoing litigation or contracts, especially unpublished settlement agreements.
Due diligence is an important process to ensure transaction security and compliance.
Understanding the difference between disclosable and non-disclosable information can help protect a company's business interests and legal rights during due diligence.
It is advisable to focus your due diligence efforts on obtaining information relevant to the transaction rather than prying into personal privacy.
With professional legal guidance, we can help you go the extra mile in your due diligence to protect your rights and interests while respecting the privacy of others.