tyler-smith.com · Questions & Answers

We are starting to receive unsolicited offers from strategic buyers, but we are worried they are just fishing for proprietary operational data to compete against us. How do we use the trust equation to filter out bad-faith buyers while protecting our confidential systems?

Strategic buyers can offer high multiples, but they also pose the greatest competitive risk during the due diligence process. To navigate this, you must apply the trust equation, which balances credibility, reliability, and intimacy against self-orientation.

A buyer with high self-orientation will push for deep proprietary data, such as customer lists or specific software code, very early in the process. To counter this, manage the intimacy and credibility factors by sharing information in highly structured, sequential stages.

Start by sharing high-level, anonymized financial metrics that demonstrate your profitability and growth. Do not reveal customer names or proprietary operational workflows until you have a signed Letter of Intent and a clear, binding non-disclosure agreement in place.

Assess the buyer's trustworthiness by testing their reliability on small commitments. If they struggle to respect your communication boundaries or fail to meet simple timeline agreements early on, their self-orientation is too high. This is a clear signal to pause the conversations. By maintaining strict boundaries and releasing data only as trust is mutually earned, you protect your intellectual property while keeping serious, qualified buyers engaged.

Category: Exit Planning

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