Confidential Information Memorandum

A Confidential Information Memorandum (or “CIM”) is a marketing document that is presented at the initial stages of the sale process to potential buyers. The goal of a CIM is to provide buyers with the information necessary to decide whether to submit a letter of intent. It typically includes a description of the sale process and outlines the type of transaction (stock or asset sale) being offered by the seller. While called a “confidential” information memorandum, nothing in the CIM is confidential unless a non-disclosure agreement (NDA) is signed prior to releasing the CIM. As such, sellers should take care and avoid disclosing highly sensitive information in the CIM if an NDA is not executed prior to issuing the CIM. As the CIM is an introductory document, there are other opportunities in the sale process for a seller to release additional sensitive or complex financial information.