clean team

What is a Clean Team?

A clean team is a restricted group of individuals allowed to access highly sensitive information during a merger and acquisition (M&A) or other regulated transaction.

Companies use clean teams to balance two competing priorities. These are allowing buyers to carry out thorough due diligence and preventing commercially sensitive information from spreading too widely.

Clean teams are especially common when the buyer and seller operate in the same market. In these situations, unrestricted access to confidential information could create a risk of breaking competition laws and expose both parties to regulatory scrutiny.

Why are clean teams used?

During due diligence, buyers often need access to information that would normally remain highly confidential. This can include:

  • Pricing structures
  • Customer contracts
  • Margin information
  • Supplier agreements
  • Product roadmaps
  • Future business strategy

If a competitor gains unrestricted access to this information, regulators may worry that the companies could coordinate their market behaviour, even if the transaction never completes.

For example, a ‘buyer’ could theoretically participate in a deal process mainly to gain insight into a rival’s pricing, customers or strategic plans. Even in cases when the buyer enters the deal with good intentions, exposure to this information could still influence future commercial decisions.

A clean team helps reduce this risk by limiting access to carefully selected individuals operating under strict confidentiality controls in a clean room.

Who is usually part of a clean team?

Clean teams often include external advisors because they are independent from either company’s day-to-day commercial operations.

Typical clean team members include:

  • Lawyers
  • Accountants
  • Financial advisors
  • Consultants
  • Specialist analysts

In some cases, selected internal employees may also participate. However, these individuals are usually separated from operational decision-making and commercial strategy.

The following groups are commonly excluded:

  • Sales teams
  • Pricing managers
  • Procurement teams
  • Commercial leadership
  • Operational executives

This separation helps demonstrate that sensitive competitive information did not influence normal business activity before the deal was approved.

How does a clean team work?

Clean teams usually operate within a clean room inside a virtual data room (VDR). This is a highly restricted section of the data room containing the most sensitive documents.

The process generally includes:

Clean team control

Purpose

Non-disclosure agreements

Creates contractual confidentiality obligations for all parties involved in the clean team

Segregation

All sensitive documents used by the clean team are hosted in the clean room, separately from the general information that forms part of due diligence

Access tracking

With such strict access restrictions, it is essential to be able to prove who has opened and seen the protected documents and ensure no unauthorised personnel have used them

Controlled reporting

Allows clean team members to provide summarised findings without exposing raw sensitive data

Why are clean teams important for competition law?

Competition regulators in the EU and elsewhere closely monitor transactions involving competitors. Before a merger receives approval, the companies must still operate independently and compete normally in the market.

Improper sharing of commercially sensitive information can create concerns about:

Assembling a clean team helps companies show they took reasonable steps to prevent unlawful information exchange.

The detailed audit trails generated within a VDR also create evidence of:

  • Who accessed sensitive information
  • What they reviewed
  • When access occurred
  • How disclosure was controlled

This evidence can become important during regulatory reviews or investigations.

What are the benefits of using a clean team?

Using a clean team helps companies:

  • Reduce antitrust and regulatory risk
  • Protect trade secrets and commercially sensitive data
  • Carry out deeper due diligence safely
  • Maintain confidentiality if the deal collapses
  • Create a defensible audit trail

Clean teams also help build trust between parties because sellers gain greater confidence that sensitive information will remain controlled.