Oftentimes, acquisition discussions involving startups become an analysis of make versus buy for a BigCo. The BigCo is both vetting the startup for a potential acquisition as well as vetting it as a potential competitor if they choose to compete instead of acquire.
For this reason, BigCos are often reluctant to sign healthy NDAs at the moment when startups need them the most: in a potential acquisition discussion.
Eager startups hoping to please the BigCo can be tempted to ignore the need for a written NDA. They may simply decide to proceed with the sensitive discussions on good faith or verbal assurances, hoping to persuade the BigCo and not miss out on the opportunity.
I suspect that more often than not, acquisition discussions result in competition rather than acquisition. My opinion is that any seriously interested acquiring party will be willing to sign a healthy NDA. If your insistence on a written NDA kills the talks, the talks probably would not have resulted in anything beneficial anyway.
What are your thoughts on the need for a written NDA in acquisition discussions?