Due Diligence

How to deal with a Fortune 500 company/partner potentially complicating due diligence with investors?

Anonymous

February 16th, 2017

My early stage venture recently received a Definitive Agreement from a Fortune 500 company. We're using that agreement to raise funds from investors and expect to undergo due diligence soon. The Fortune 500 company has paid us for contract assignments in the last few months. While they're fine with us referring to the contract assignments in our materials and discussions, they say the details of the payments (amount paid, dates, client names) are confidential and thus do not want us to share bank statements with investors.


Will this be an issue for investors?

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Irwin Stein Very experienced (40 years) corporate,securities and real estate attorney.

February 17th, 2017

The Fortune 500 company cannot restrict you from sharing your bank statements with potential investors to demonstrate that you have been paid and how much you received. They can restrict you from disclosing the names of their third party clients. If that is too complicated then a letter from them showing the dates and amounts of the payments and the nature of the work done should be sufficient for investors.

Alan Sack Founding member of SACK IP Law p.c., Intellectual Property Law and related Matters.

February 17th, 2017

You can share your income statements with potential investors, on a confidential basis, but you should not identify what portion of your income comes from that one F 500company. While I agree with Irwin's advice, it is my view that you are better erring on the side of satisfying your first big F 500 company's wishes and erring on the side of limited disclosure, than disclosing what you may have the 'legal right" to do and alienating your high profile customer.