Legality of storing CIMs?
do you guys store CIMs locally/in your firm's share drives? I'm aware that some sell-side clients request that prospective acquirers delete CIMs if you drop out of the deal process, but from my experience, no fund actually deletes those CIM. Rather they're kept in storage and used for analysis of future deals. is this your experience?
Nothing wrong with storing docs internally (often a requirement by compliance), most CIMs just stipulate you can't share the data or use it for any other purpose than the related transaction. Keeping them for yourself could become an issue, but say it's 2-3 years later and you just want it as market reference you can refer to later... grey area, but should also be fine. Definitely DON'T share the CIM with anyone else. But no one's going to track you down over it if you're just rephrasing stuff you saw on it when in conversations with bankers and other investors.
Thanks! This was my experience too. Was looking at old CIMs a part of your team's investment process?
Not particularly. But it's always useful to have reference points for a specific market, to identify comps, etc. Let's you walk into prospect calls more prepared if it's an area you've already been looking at.
This should be mentioned somewhere within the NDA. We always have a provision stating that the buy-side firm is allowed to keep one copy for compliance purposes, while all others must be destroyed/deleted. In practice, I'm fairly certain many people ignore this and keep the CIMs.
what does keeping "one copy" mean in the world of digital PDFs?
Digital copies uploaded to VDRs like Intralinks will come with security features that block you from opening the file once authorisation is revoked. At a technical level I suspect the content is also pulled live from the VDR on each file open rather than actually being saved locally. If you only have digital PDFs saved you basically have nothing when the process ends - which is partially why some PE professionals make a habit of printing out copies of IMs, using screenshots if needed.
Firstly, NDAs are the biggest BS in the entire industry that no one enforces. I've reviewed probably 5k NDAs and never botherered negotiating any of them unless there is a non-circumvent.
I've had groups tell us after the fact to delete docs from our sever once a deal is dead and I'll just tell them it's done even though we do nothing. Literally no one is going to check.
The entire concept of deleting digital documents is assinine.
When in doubt, print it out (and hide it under your mattress)
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