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JGM
JGM, Solicitor
Category: Law
Satisfied Customers: 10284
Experience:  30 years as a practising solicitor.
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hello, I am a director of a Ltd company which is part of a

Resolved Question:

hello, I am a director of a Ltd company which is part of a much bigger group. I am considering approaching my parent company about an MBO. However, before I do this, I want to get advice on if i can actually raise finance for the deal. My question is: I will obviously need to provide some info to a MBO finance specialist. Can I discuss this with a MBO specialist or someone else I want to involve in the deal without breaching my contract as a Director?

Submitted: 2 years ago.
Category: Law
Expert:  JGM replied 2 years ago.
Thank you for your question.

What does your contract say specifically about this?
Customer: replied 2 years ago.

Hi, There is nothing specific other than the following confidentiality clause:. I do not want to let my parent co know that I wish to carry out an MBO until I know I can get the finances. Our accounts are publicly available, so would not have to disclose them, I suppose, what I want to know is that as the MD, do I have an obligation to the board to advise that I am thinking about an MBO, which I do not want to do until I know I can get the finance, as if i tell them about it beforehand and I can not raise the capital, it could cause problems.



(13) Confidentiality


 


Any confidential information disclosed to you, or acquired by you, or used by you, during the course of your employment, must not be disclosed to any person or organisation, except as is necessary for the purpose of carrying out your duties. You are also obliged to take reasonable steps to prevent the disclosure or misuse of confidential information by Third Parties. This duty applies to all information, whether of a corporate or personal nature, and information whether stored and produced manually, or electronically.


 


Confidential information includes information which it is reasonable for the Company to regard as confidential, or any information which you are expressly told is confidential. Examples of such include information relating to the Company's business, finances, proposed business, clients and employees and any other information the Company would like to protect. This obligation continues to apply after termination of employment.


 


You are required to give your attention to the Data Protection Act 1998 which specifies that all persons using information recorded in a form which can be processed by equipment operating automatically in response to instructions (e.g. information stored on a computer) have an obligation to ensure that such information is not disclosed in any unauthorised manner.


 


You are required to familiarise yourself with all Company instructions appertaining to compliance with the requirements of the Data Protection Act and to adhere to such instructions.

Expert:  JGM replied 2 years ago.
I would argue that part of your duties is to consider the future of the company and that being the case you should be OK to speak to an MBO specialist. Make sure they sign a confidentiality agreement.
JGM, Solicitor
Category: Law
Satisfied Customers: 10284
Experience: 30 years as a practising solicitor.
JGM and 2 other Law Specialists are ready to help you
Customer: replied 2 years ago.

Thank You, XXXXX XXXXX need to get a solicitor to draw up a Confidentiality agreement.

Expert:  JGM replied 2 years ago.
It always better to use a solicitor because you know the document will be drawn up properly. However I have uploaded a style for you at the following link which you can adapt and use if you want.

http://1drv.ms/1eYsGOL

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