Tips on When to Share Documents During Due Diligence07 February, 2017
Jim McCarthy is a Business Development Expert helping BioPharma companies plan their partnership strategies and due diligence.
Vault Series: Jim, when companies are doing due diligence, especially to strike a deal, how should they structure their documents for sharing?
McCarthy: As a company, you need a roadmap to determine what you are willing to disclose at each stage in the game and to whom. Why? Because you might be submitting documents to several potential suitors who could become competitors one day. You never want to give away all the “competitive insights” too early.
I recommend using a formula I coined long ago:
W.I.N.: (W_I_N_) What’s Important Now? Know what "document sharing" stage you are in with your partners or suitors. It's like a game of chess. Most common stages are:
- Screening. These documents are your basic get-to-know-you information, generally non-confidential, that will engage stakeholders in the beginning and for preliminary determination of interest.
- Technical Data. Clinical data, regulatory filings, FDA information, IP, patents and other mission-critical information that “sets you apart” and makes you attractive for license or purchase.
- Deal Making. Negotiation around when things get serious, everything is “on the table,” and you're ready to show your hand. (For great tips on how to prep for deal points, check out Linda Pullan's story)
Vault Series: What tools can biz dev executives use to prepare? And, as you know Jim, these kinds of tools just happen to be our specialty.
McCarthy: Of course! None of this matters unless you have the data room structured to succeed. Here are my favorite tools that I recommend to my clients using ShareVault:
- Granular Access Controls: Set permission and policy levels per user including which documents they can access and how they can view/print them to prevent info getting into the wrong hands.
- Audit Trails: Be a detective and analyze how people are engaging with your information. These types of reports can help you shape your next round of sharing. It is useful for potential partners to know you are monitoring due diligence activity. Routinely, they are more discriminant in document reviews they request vs. ask for “everything.” This has “human productivity” implications to minimize unnecessary demands on your company and internal team.
- Expiration Date: Need to move someone to the next level to W.I.N.? Place an expiration date on a document to encourage faster review and help keep all parties on a parallel time path.
And if you have a panic in the middle of the night....there's this:
About James A. McCarthy, CLP
CorpDev Ventures - Corporate & Business Development, Alliance Management
Jim has 30 years of professional experience in life sciences. His background includes a 25 year career with Bristol-Myers Squibb and Eli Lilly & Company and over 15 years in international corporate business development and licensing roles. These efforts include projects and deals in over 30 countries, with over 80 completed agreements across a range of transactions. In recent years, he has been assisting small and emerging life science companies to leverage their IP assets with strategic and commercial planning, venture financing, commercial initiatives and deal support on a global basis.