M&A Document Retention
The importance of proper documentation in M&A transactions
M&A document retention policy
After closing an M&A process, the Managing Director responsible for the bank’s participation in the transaction and/or the client relationship should instruct a member of the deal team to assemble the documents to ensure that a complete record of the transaction is created and retained. Each document should be reviewed to determine whether it should be retained for the transaction file or destroyed. Once the completed transaction file has been assembled, a senior member of the deal team should review the file before it is sent for storage. This is an example of an M&A document retention policy.
Document retention policy checklist
The transaction file should contain the following documents:
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Working Group List for the transaction
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Signed Engagement Letter
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Copies of signed Confidentiality Agreement(s)
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Copies of any Support Agreement, Merger Agreement, Acquisition Agreement, Arrangement Agreement, Lock-Up Agreement, and any other material agreement entered into by our client or its major shareholders in connection with the transaction.
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Memorandum for each meeting of the Opinion Review Committee and any supporting materials provided to the Committee
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Any documents or analyses (other than publicly filed disclosure documents) which were reviewed and relied upon by the bank in providing the Opinion
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Signed version of each Opinion provided by the bank
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Signed Officers’ Certificates in connection with each Opinion
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Final version(s) of any Management, Board of Directors, or other formal presentations prepared by us, management, or other advisors for the Board of Directors or Special Committee related to the transaction
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Final Indications of Interest Book (if applicable on a sell-side mandate)
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Summary record of contacts with Potential Buyers (if applicable on a sell-side mandate)
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Final Offering Memorandum or Confidential Information Memorandum (if applicable)
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Data Room Index (if applicable)
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Any material financial models, budget, forecast, projection, or business plan provided to or prepared by the bank
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Final version of any comparable company analysis, precedent transaction analysis, and financial models used for transaction
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Final version of any Take-over bid Circular, Management Proxy Circular, or Directors’ Circular sent to shareholders in connection with the transaction
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Copies of all documents reviewed and relied upon in connection with the provision of any Opinion, including notes of any formal due diligence discussions with senior management of the client, its legal counsel, auditors, and any other expert professionals, as applicable
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Invoices for the bank’s fees and expenses
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We hope this has been a helpful guide on the importance of record-keeping in investment banking and how to comply with a document retention policy.
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