Standstill Provision Email Templates
Copy-paste ready emails for negotiating standstill duration, fall-away provisions, and related terms in M&A confidentiality agreements.
Target Company Templates
Rejecting Request to Shorten Standstill Period
Target / Disclosing PartyWhen to use: The bidder has requested reducing the standstill period from 18 months to 6 months. Use this template to push back firmly while keeping negotiations moving.
Subject: Re: NDA Terms - Standstill Period
Thank you for your comments on the proposed standstill provision. We have reviewed your request to reduce the standstill period from eighteen months to six months.
We are unable to accept this modification. The proposed 18-month period reflects the significant sensitivity of the information we will be sharing and the potential harm to our company and shareholders if that information were used to support unsolicited acquisition activity.
That said, we recognize your interest in a reasonable time-bound restriction. We would consider reducing the standstill period to twelve months, which represents a meaningful concession while still providing appropriate protection for our company.
Additionally, we are willing to include a fall-away provision that would release you from the standstill if we enter into a definitive acquisition agreement with a third party. This ensures you are not disadvantaged if we pursue an alternative transaction.
Please confirm whether these terms are acceptable, and we can move forward with finalizing the agreement.
Best regards,
[Name]
Rejecting Broad Fall-Away Triggers
Target / Disclosing PartyWhen to use: The bidder wants the standstill to terminate upon any third-party discussions or expressions of interest. Use this template to limit fall-away triggers to definitive agreements only.
Subject: Re: Standstill Fall-Away Provisions
Thank you for your proposed revisions to the fall-away provisions in Section [X] of the draft NDA.
We have significant concerns with the breadth of the proposed triggers. Your draft would terminate the standstill upon our having "discussions" with any third party or receiving any "expression of interest." This formulation would render the standstill largely meaningless, as companies regularly receive informal inquiries that never progress to serious transaction discussions.
We are prepared to include a fall-away provision, but only for the following triggers:
1. Our execution of a definitive acquisition agreement with a third party; or
2. A third party commencing a tender offer for more than 50% of our outstanding shares.
These triggers ensure you can respond to genuine competitive developments while preserving the core protection the standstill is designed to provide.
We are not in a position to accept triggers based on preliminary discussions, engagement of advisors, or public announcements about exploring strategic alternatives. These would effectively allow you to circumvent the standstill by monitoring our activities.
Please let us know if the revised triggers described above are acceptable.
Best regards,
[Name]
Defending "Don't Ask, Don't Waive" Provision
Target / Disclosing PartyWhen to use: The bidder has objected to the DADW provision, citing Delaware fiduciary duty concerns. Use this template to offer a modified version that addresses their concern while preserving protection.
Subject: Re: Standstill - Waiver Request Provision
We have considered your comments regarding the "don't ask, don't waive" provision and your reference to Delaware case law on this issue.
We understand the fiduciary considerations you have raised. However, the DADW provision serves an important function: it prevents pressure campaigns through repeated waiver requests that could force premature public disclosure or disrupt our strategic planning process.
To address your concerns while maintaining appropriate protection, we propose modifying the provision as follows:
"The Receiving Party shall not publicly request, or publicly announce an intention to request, that the Company waive any provision of this standstill. Nothing in this sentence shall prohibit the Receiving Party from making a private, confidential request for a waiver directly to the Company's Board of Directors."
This modified approach permits you to make private requests, which our Board would consider consistent with its fiduciary duties. It prohibits only public requests designed to create pressure through disclosure.
We believe this strikes the appropriate balance and addresses the concerns raised in recent Delaware decisions. Please confirm this formulation is acceptable.
Best regards,
[Name]
Requiring Standstill as Condition to Information Access
Target / Disclosing PartyWhen to use: The bidder wants access to sensitive information but is resisting a standstill entirely. Use this template to make clear that standstill acceptance is a prerequisite to proceeding.
Subject: Re: Due Diligence Access - Standstill Required
Thank you for your interest in accessing our data room and proceeding with due diligence. We are prepared to provide access to detailed financial, operational, and strategic information that would be material to your evaluation of a potential transaction.
However, we must be clear: we will not provide access to this sensitive information absent an agreed standstill provision. This is not a negotiating tactic; it is a fundamental requirement that our Board has determined is necessary to protect our shareholders.
The information you would receive in due diligence could be used to time a hostile approach, identify vulnerabilities, or otherwise disadvantage our company if this process does not result in a mutually agreed transaction. The standstill ensures that if you receive this information, you will not use it for purposes adverse to our shareholders' interests.
We are willing to discuss the specific terms of the standstill, including duration and fall-away triggers, but the inclusion of a meaningful standstill provision is not optional.
Please confirm your willingness to proceed on this basis, and we can continue negotiating the specific terms.
Best regards,
[Name]
Bidder Templates
Requesting Shorter Standstill Period
Bidder / Receiving PartyWhen to use: The target has proposed an 18-24 month standstill that you believe is excessive. Use this template to request a reduction with supporting rationale.
Subject: NDA Comments - Standstill Duration
Thank you for sending the draft NDA. We have reviewed the proposed terms and have comments on the standstill provision in Section [X].
The proposed 18-month standstill period is longer than market standard for transactions of this nature. Based on our experience, a 12-month period is typical for friendly M&A discussions, and we believe this duration provides appropriate protection while not unduly restricting our ability to act if circumstances change.
We respectfully request that the standstill period be reduced to twelve months. This remains a substantial commitment on our part and demonstrates our good-faith intention to pursue a negotiated transaction.
Additionally, if the discussions do not progress or are terminated by your company, a 12-month restriction would not leave us bound by the standstill long after any realistic prospect of a transaction has passed.
We are confident this modification is reasonable and consistent with your legitimate interests in protecting confidential information. Please let us know if this revised term is acceptable.
Best regards,
[Name]
Requesting Comprehensive Fall-Away Provisions
Bidder / Receiving PartyWhen to use: The target's draft includes a standstill without fall-away provisions, or with very limited triggers. Use this template to request standard fall-away language.
Subject: Re: NDA - Fall-Away Provision Request
We have reviewed the standstill provision in the draft NDA and note that it does not include fall-away provisions. We respectfully request that the following fall-away triggers be added:
1. Your company entering into a definitive agreement with a third party for an acquisition, merger, or similar transaction;
2. Your company publicly announcing that it is exploring strategic alternatives;
3. Any third party commencing a tender or exchange offer for 25% or more of your outstanding shares; or
4. Your company experiencing a material adverse change as defined in the agreement.
The purpose of a standstill is to facilitate good-faith negotiations between our companies. If circumstances change such that you are pursuing an alternative transaction or a third party has made a competing approach, we should not remain bound by restrictions that would prevent us from responding.
Without these provisions, we would be disadvantaged relative to any third party that approaches you after we have signed the NDA. This would not be a reasonable outcome, and we do not believe it reflects your intention.
We look forward to your response on this point.
Best regards,
[Name]
Objecting to "Don't Ask, Don't Waive" Provision
Bidder / Receiving PartyWhen to use: The target's draft includes a full DADW provision that prohibits even private waiver requests. Use this template to push back based on fiduciary duty concerns.
Subject: Re: NDA - Concerns with Waiver Prohibition
We have reviewed Section [X] of the draft NDA, which prohibits us from requesting any waiver or amendment of the standstill provision. We have significant concerns with this formulation.
Delaware courts have questioned whether "don't ask, don't waive" provisions are consistent with a board's fiduciary duties to shareholders. In situations where waiving a standstill would be in shareholders' best interests, a blanket prohibition on even requesting a waiver may improperly constrain the board's ability to fulfill its obligations.
We are not asking you to eliminate the standstill. We understand and respect the purpose it serves. However, we cannot agree to a provision that prohibits us from privately communicating with your Board if circumstances change and we believe a waiver would benefit your shareholders.
We propose the following alternative language:
"Nothing in this Agreement shall prohibit the Receiving Party from making a confidential, private request to the Company's Board of Directors for a waiver of any provision of this standstill."
This preserves your protection against public pressure while ensuring your Board retains the flexibility it needs to act in shareholders' interests.
Please let us know if this modification is acceptable.
Best regards,
[Name]
Proposing Standstill with Built-In Expiration Trigger
Bidder / Receiving PartyWhen to use: Negotiations are ongoing but you want to ensure the standstill does not survive indefinitely if discussions are terminated. Use this template to propose a termination-based expiration.
Subject: Re: Standstill - Proposal for Early Termination Provision
As we continue negotiating the standstill terms, we would like to propose an additional mechanism that we believe is fair to both parties.
We propose that the standstill period end on the earlier of: (a) the stated expiration date (12 months from signing), or (b) 90 days after either party provides written notice that it is terminating discussions and does not intend to pursue a transaction.
The rationale is straightforward: the standstill is designed to protect your company during active discussions. If those discussions end without a transaction, there is no reason for the standstill to continue for the full period.
A 90-day tail after termination notice provides you with continued protection during any transition period, while ensuring we are not bound by restrictions long after any prospect of a deal has ended.
This structure also creates symmetry. If we terminate discussions, the standstill ends. If you terminate discussions, the standstill also ends. Neither party can use the standstill as a tool to disadvantage the other after negotiations have concluded.
We believe this is a reasonable and balanced approach. Please let us know your thoughts.
Best regards,
[Name]