![]() But it is simply wrong to misrepresent your identity when engaged in due diligence or competitive intelligence gathering activities. It is both ethical and prudent for companies to keep confidential a contemplated transaction in some circumstances. I should have recognized that there is a significant moral chasm between a principled decision to remain silent and deliberate deception. I also regret it because, as corporate counsel, I should have known better. ![]() I don’t regret my participation in the false identity scheme just because it was a humiliating failure. What school do you teach in?” Not expecting to be subjected to such an inquisition, I was ill-prepared to respond and the manager took delight in the obvious discomfort his barrage of questions caused me. Clearly suspecting the ruse, the manager said, “Professor Nortz, it’s so nice to meet you. I was directed to pose as an engineering professor from the nearby Morgantown University.ĭespite my misgivings, the plant tour went well until my escort introduced me to an overly inquisitive production unit manager. The senior plant managers who were assisting us recommended we each assume a false identity. Our challenge was figuring out how to do this without letting the cat out of the bag. The two corporations who were party to this contemplated transaction agreed that it was premature to disclose the talks to either plant employees or shareholders.Īfter pouring through the documents in the data-room, the only thing left for us to do was to visit the plant. ![]() We were a due diligence team working on behalf of a multi-national corporation engaged in discussions with another company about the possible acquisition of their Morgantown chemical manufacturing facility. Huddled with seven colleagues in a dimly lit hotel room in Morgantown, West Virginia, and bleary-eyed from days of reviewing thousands of pages of documents, a clandestine plan was being hatched that I now regret being a part of. Founder & President of Axiom Compliance & Ethics Solutions ![]()
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