M&A Clean Teams: Protect the Deal Without Leaking the Playbook

A deal team needs enough information to plan. It does not need unrestricted access to the other business’s live commercial playbook.

Before completion, the businesses may still compete. Pricing, customer plans, bids, capacity and strategy can be commercially sensitive. Treating the transaction as permission to share everything creates avoidable competition and execution risk.

The CMA’s merger guidance describes safeguards for information exchange, including ring-fencing sensitive information, IT firewalls and restricted access through internal or external clean teams. Where interim measures apply, the CMA may require businesses to remain separate and limit integration or information exchange. The right controls depend on the transaction and any applicable CMA requirements. Get competition-law advice before sharing sensitive material or changing operations. CMA guidance: Interim measures in merger investigations | CMA: Interim measures and derogations

Put boundaries in place before the data room opens

Write down the purpose of each information request. Classify data by sensitivity. Decide who may see it, what they may do with it, whether it must be aggregated or anonymised, and how access will be logged and withdrawn.

A clean team is not a label that makes any disclosure safe. Define its membership, mandate, confidentiality obligations, permitted analysis and reporting route. Keep competitively sensitive detail away from people who make current pricing, sales, bidding or capacity decisions unless advisers confirm a lawful basis and safeguards.

Keep the two operating businesses separate

Until completion and any required clearance, each business must retain its own decision-making. Do not direct the other side’s staff, align live commercial plans, or implement integration steps simply because the deal is expected to close. Track proposed integration activity, approvals and any conditions that apply. Escalate uncertainty rather than allowing an enthusiastic workstream to create a problem.

Make planning useful and defensible

A disciplined process can still move the deal forward. Teams can identify dependencies, prepare alternative plans, assess high-level scenarios and sequence post-close work within approved boundaries. Record the rationale, access approvals and decisions. Review permissions as the deal changes.

The ROI test is not how much information the team collected. It is whether the deal team can prepare credible options without compromising competitive independence or creating expensive rework. Set the boundary first. Then plan inside it.

Sources: CMA summary for businesses: Interim measures; CMA interim measures guidance and templates.