Confidencialidade e proteção de dados nas negociações de aquisição societária: a segurança da empresa perante informações sigilosas durante a due diligence

Abstract

The study presented here aims to explore the guarantee of confidentiality of commercial secrets made available by companies during the process of due diligence within the scope of corporate Merger & Acquisition (M&A) operations. As a starting point, guidelines will be outlined regarding the rights and duties inherent to the objective good faith of the parties interested in the audit, focusing on the internal conflict of the target company in complying with the duty to inform and the consequent exposure of the database and commercial secrets to potential competitors. Once the introductory questions have been mapped, the study will reinforce the importance of guaranteeing the constitutional right of privacy in the ecosystem of unfair competition from the part that receives the information. Subsequently, the contractual mechanisms of the Non-Disclosure Agreement and Non Competition Clause will be highlighted as a way to ensure the minimization of risks related to the sharing of confidential information, promoting the guarantee of confidentiality. Finally, the main regulations imposed by the General Data Protection LAW for the sharing of personal data controlled by the company will be presented, as well as the contribution of using the institute of Data Anonymization to provide strategic protection of the target company and the holders linked to it