No-shop Clause Explained: Meaning, Types, Process, and Risks
A **No-shop Clause** is a deal-protection provision used in mergers and acquisitions to stop a seller or target company from actively seeking other buyers after signing a deal. It gives the first bidder more certainty, but in well-structured transactions it often coexists with limited exceptions so the target board can still respond to a genuinely better unsolicited offer. If you want to understand how M&A deals balance certainty, price discovery, and fiduciary duty, this is a core term to master.