Do firms typically share closing binders on M&A deals? Putting one together and an associate on the other side offered to share theirs whenever I asked for a particular document that I was missing. Is it an insult that I had to get them to give me theirs?

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Other side sounds kind

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This is very nice, agree, and atypical, IME.

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My firm always shares when we are repping buyer. We make our internal binder and a separate external binder that can be shared with the other side.

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I’ve shared mine several times and have also received the opposing counsels binder. Ours typically depends on who the buyer is. I have no problem doing so if I’m already putting one together. I just remove any non pertinent documents.

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We usually don't share them but could depending on the relationship between the parties. Typically there will be some documents internal to one side that would be included in the book but not shared with the other side.

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We share the initial draft of our table of contents with the other side to verify the contents. We don’t share the closing binder because, as Associate 1 mentioned, it typically includes internal documents we don’t want to share with the other side.

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In the past the associate on the other side and I have traded tables of contents of inter partes documents (i.e., transaction agreements, consents, other closing deliverables) and make a common table of contents and .zip/share drive for them. (Means only one of us had to go running around scanning any documents that are in hard copy, etc.) Then we’d supplement the share drive for firm and client purposes with any docs that are only germane to our side. Does depend on whom you have on the other side, of course.

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Love that!

I’ve made it and shared it with sell side on most of the deals I’ve ever done. Obviously only deal docs though (and maybe the transaction consent).

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I think it’s more typical for lender/borrower to share and JV partners, but I’ve definitely followed up for closing docs with the other side (just haven’t asked for a full binder from them). Always editing for sensitive information, of course.

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Buy side usually gets stick with it from my experience.

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I would always expect buy side to prepare in an M&A deal. Over the last 7 years, the only time I can recall buyer's counsel did not was with a Chinese buyer/counsel. We would have prepared our own bible on that deal in any event...

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Buy side will usually prepare. And prepare an internal version for themselves and external version to share.

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In my experience one side prepares a version to be shared.

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Why would your client want to pay for the other side’s bible?

I’ve done this on both sides on occasion. It’s appreciated when I receive so I pay it forward when asked (sometimes pulling out a few things we wouldn’t share with opposing counsel bc they don’t need to see it - I assume opposing does the same when they share with us).

In M&A, buy side should prepare and share an external version

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