When should a buyer see the most sensitive information
The ebookers account shows why access should follow commitment.
In John Warrillow’s account of the sale of ebookers to Cendant, commission rates were commercially sensitive and the seller later believed some bidders were more interested in learning than buying. That assessment is the seller’s reported view, not a fact established by the public transaction record. The process question is still universal.
A serious buyer may eventually need some information that the seller would not normally share. The scope, timing, and form of disclosure should be limited to what is necessary and legally permissible.
Evaluate the request across four factors: the decision it supports, the sensitivity of the data, the bidder’s competitive position, and the bidder’s remaining conditions. Some requests validate earnings or a material risk. Others are broad because a standard checklist was used. An anonymized schedule, sample, summary, or adviser-reviewed analysis may answer the question without releasing the full data set. The greater the harm if the transaction fails, the later and narrower the access should be.
Timing should follow commitment. Before a serious written proposal, sensitive information can often remain aggregated. After price and principal terms are defined, finalists may receive deeper access. Disclosure of the most sensitive items can wait until confirmatory diligence, be limited to a clean team—designated reviewers separated from competitive operating decisions—or occur in a restricted data room without download rights.
The seller should also know who can view each item and what happens to it if the transaction ends. These controls matter most when the prospective buyer is a direct competitor.