How to Track a No-Shop Clause After Signing

How to track a no-shop clause is a deal-protection process ledger from signing to the shareholder vote or closing, not a one-word “exclusivity” flag. For each signed deal, log the solicitation ban, fiduciary-out / window-shop path, superior-proposal definition, notice and matching rights, related termination fee path, and status of any competing proposal. Raziel's break-up fee tracking page is the cash cost of jumping. This page is the process that decides whether that fee can be owed.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the no-shop article. Do not invent a match-period length.

What this no-shop ledger is (and is not)

A no-shop (no-solicitation) clause restricts the target from soliciting competing bids, negotiating with competing bidders, or giving them diligence access, subject to negotiated exceptions. ABA Business Law Today summaries of public M&A deal protection describe the no-shop as the heart of that framework, usually paired with fiduciary-out exceptions (often called a window-shop), and sometimes a go-shop. Under a typical window-shop, the target may respond to an unsolicited proposal, and under matching-rights mechanics summarized by ABA Business Law Today, the initial buyer generally has 3 to 5 business days after the board’s superior-proposal determination to match before the board can change its recommendation. Those are market summaries. Your merger agreement controls.

Seven columns on one no-shop row

Open one row per signed deal. Attach the no-shop article and any side letter that modifies exclusivity.

• Solicitation ban copied. What the target may not do (solicit, encourage, facilitate, provide information, negotiate). ABA: the clause typically bans soliciting, engaging, and providing diligence access. Copy the exact verbs.

• Fiduciary-out / window-shop path. When the board may engage an unsolicited proposal (good-faith determination after advisor consultation that the proposal is or is reasonably likely to lead to a Superior Proposal). Copy the exact standard. Store “none” only after a careful read.

• Superior Proposal definition. What counts (price, certainty, financing, timing, and other factors named in the agreement). Do not treat every indication of interest as a Superior Proposal.

• Notice clock. How quickly the target must notify the initial buyer of a competing proposal (ABA summary: often within 24 to 48 hours) and what material terms must be shared. Copy yours.

• Matching rights. Length of the initial match period and any shorter subsequent match periods after an amended topping bid. ABA Business Law Today: commonly 3 to 5 business days initially, then shorter follow-ons. Copy the signed days.

• Fee path on jump. Whether terminating for a Superior Proposal owes the full seller termination fee, a reduced go-shop fee, or another schedule. Link the fee dollars on the break-up fee row.

• Status. Quiet, competing proposal under review, match period running, recommendation changed, deal jumped, or closed without a jump. Keep a child log of each written proposal date and outcome.

Copy the match days, not a “four business days” default

Do not paste a blog’s four-day match onto a deal that says five. Do not treat a go-shop period as a permanent open market. Do not book a jump fee until the agreement’s termination path actually fires. Keep intervening-event recommendation changes (if any) on a note so they are not confused with a Superior Proposal path.

Window-shop vs go-shop on the same deal

ABA Business Law Today separates the baseline no-shop plus fiduciary-out (window-shop) from an affirmative go-shop that lets the target solicit for a defined period after signing. If your deal has both a go-shop window and a later no-shop, keep the calendar on this row: go-shop start, go-shop end, then no-shop until the vote or outside date. A topping bid that started in the go-shop window may owe a reduced fee. A bid that started after the window usually owes the full fee. That distinction only survives if the proposal log records when the written proposal first arrived.

When a match period is running, freeze changes to the fee-status cell until the match clock ends or the buyer matches. Prematurely marking “jumped” during the match window creates a false cash expectation on the break-up fee row.

When the ledger holds

The row holds if the seven cells are copied from the agreement and notices (or marked missing). It fails when you invent match days, skip notice timing, or mix go-shop and no-shop windows. Raziel's MOIC calculator only stays honest if a paid termination fee has a date. Raziel does not decide whether a proposal is superior. Copy the seven columns.