M&A Foundations · glossary
The seller's binding promise not to negotiate with anyone else for a set period, giving the buyer a clear run while it spends money on diligence. English law will enforce a lock-out for a defined period — but not a vague agreement to negotiate in good faith (Walford v Miles). Chapter 5
Explained in Chapter 5, Preparing for a Deal, of M&A Foundations.
Serious due diligence and SPA negotiation cost real money — adviser fees on a deal like Sunrise comfortably reach six figures before signing. No buyer wants to spend that while the seller is still shopping the company around. So the preferred bidder asks for exclusivity: the seller's promise to deal only with it for a period. The document is often called a lock-out agreement, and the name matters under English law.Read Chapter 5, Preparing for a Deal →
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Every chapter of M&A Foundations is free to read, including the full training share purchase agreement. It is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →