The Importance of the Virtual Data Room in M&A Due Diligence

As more and more businesses, services, and people go remote, Virtual Data Rooms (VDRs) have become all the more important to ensure efficient and secure operations. For Mergers and Acquisitions (M&A), due diligence data rooms have quickly proved to be indispensable to lower costs and speed up the process.

What is a virtual data room for due diligence?

Virtual data room for due diligence is cloud software for exchanging business data during M&A transactions. Companies use the due diligence data room to facilitate the assessment process. VDR ensures high security and simplifies the work with documents. Data room software guarantees the high security of online space where all the corporate records and files are organized for a convenient due diligence workflow.

As M&A due diligence is a highly demanding and time-consuming process, using data room for M&A can help run the process more smoothly, reduce administrative costs whilst keeping sensitive documents in a controlled environment.

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Virtual data room in M&A

For Mergers and Acquisitions (M&A), an online data room offers an opportunity to create a due diligence data room online and replace the physical deal room.

M&A virtual data room (also known as deal room software) is a secure online platform for exchanging confident data between partners. Data room software ensures secure and convenient business collaboration during mergers and acquisitions. So, Virtual Data Room for M&A is an alternative solution to physical data rooms for online transactions. It accelerates processes and protects corporate documentation from theft and corruption.

Key advantages of M&A data room

The most important benefits of a Due Diligence virtual data room are the following:

  • Security. The best virtual data rooms comply with top security standards and certifications, incorporate strong encryption methods, and offer additional layers for safety like digital watermarking, two-factor authentication, and the ability to view reports on user activity.
  • Accessibility. A virtual data room for due diligence offers instant access regardless of one’s physical location and time of the day. This can be very useful and increase productivity when negotiations take place across time zones.
  • Control. Online data rooms provide permission-based access ensuring complete control over who and when has access to which documents.
  • Efficiency. Uploading, sharing, and reviewing large volumes of documents is effortless with VDR functions like keyword searches, full-text searches, and data room indexes. Multiple people can review the documents simultaneously, ask questions using encrypted chat functions, and keep records of all activity.
  • Cost-effectiveness. A due diligence data room costs less than a physical storage space or a deal room. Digitizing documents and going paperless also reduce office costs and increase insurance for data loss.
  • Ease of use. M&A data room software typically has an intuitive user interface ensuring trouble-free navigation through countless file locations.
  • Customization. Virtual data rooms allow users to customize storage space, software features, user interface design, add the company’s branding, and even multiple languages to accommodate multilingual teams.

How to select a data room for M&A due diligence

There are no two identical due diligence data rooms and with demand for M&A data room services progressively growing, the market is becoming saturated with attractive offers. However, not all virtual data room providers are designed with M&A deals in mind.

When it comes to choosing the most suitable data room for M&A due diligence, it is important to know what features to look for.

Data and access security

M&A scenario typically involves various kinds of sensitive documents like financial statements, HR employee files, contracts, intellectual property, and more. To keep everything safe, look for features like: 

  • security compliance such as ISO/IEC 27001:2013 certification (the most comprehensive security certification for providers of virtual data rooms), SOC 1(SSAE 16, ISAE 3402), SOC 2 Type II, FedRAMP, HIPAA
  • two-factor authentication
  • automatic, customizable watermarks on documents 
  • document encryption and remote shred (revoking access even after download)
  • encrypted chat function for secure and efficient Q&A among partners
  • option to restrict the view, print or save
  • modification rights depending on user group or document

Most digital data rooms also offer a possibility to increase security by configuring granular access for the uploaded documents and setting up different levels of access for various groups of users. M&A data room software even allows you to set up several different levels of access for Excel sheets and PDF documents.

Since the whole purpose of a data room due diligence software is to minimize disruptions and costs, also keep an eye out for the following features:

  • absence of plug-ins: a VDR should be accessible through any computer, browser, or mobile device (most modern platforms do not require any extra software, however, there are some older versions of virtual data rooms that still need plug-ins)
  • optimized functionality for mobile devices
  • virus scanning
  • multilingual interface access options

Sometimes, as an additional layer of protection, it is worth considering signing a non-disclosure agreement before granting access to your M&A virtual data room. If relevant, look for data room providers for M&A due diligence offering a stock NDA text that you can adjust for your business.

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Document management

Having to organize and navigate through large amounts of documents can be time-consuming and intensive for both parties in an M&A. A well-designed structure is crucial for saving time on both parties. To get the best functionality consider features like: 

  • drag-and-drop file upload
  • option to convert any file format into PDF before a download
  • labels for categorizing and easier searching
  • automatic index numbering (the platform numbers folders and documents sequentially as they are uploaded)
  • full-text search and multiple search filter options
  • extensive file managing functions like merge, restore, rename, move, etc.
  • automatic email alerts when new documents are uploaded

User management

Virtual data room providers usually provide an opportunity to define granular user permissions — a helpful feature during M&A due diligence processes. To create custom user groups and configure their access, first estimate how many users you will have and what type of roles and access you want to provide. 

For example, financial auditors may require access to financial documents, but HR files should not be available to them. Features to consider here are:

  • granular, detailed, customizable user permissions
  • specified permissions for certain file types:
    • Excel documents with restricted viewing without formulas
    • secure viewing with or without formulas
    • secure viewing and manipulating spreadsheets
    • download and upload access to folders, subfolders, specific documents
  • flexible number of users
  • ability to set user access expiration dates
  • access to the user activity log

Speed and availability

Pay attention to how many traditional data centers the M&A data room provider is housed in and what speed is guaranteed. The industry-leading transfer speed is 200 Mbps. Depending on the business sector, downtime can be very expensive. 

Based on industry surveys, on average the cost of IT downtime, depending on company size and other factors is $5,600 per minute. To decrease chances of unplanned disruptions, check features like: 

  • systems uptime estimate (industry leaders guarantee 99.9% high uptime) 
  • maintenance downtime estimate
  • compensation offered for unplanned downtime

Ease of use

Having to learn a completely new platform could quickly become a burden for your team, slowing down the process and creating extra costs for training. Some VDR platforms are designed similarly to most popular email platforms making it easier for new users. Additionally, consider features like: 

  • intuitive user interface design
  • a mobile-friendly user interface design 
  • the functionality of the Q&A section:
    • option to create an FAQ page, 
    • ability to arrange live discussions and create threads
    • option to assign teammates to certain questions
    • opportunity to address questions to specific experts
    • ability to track question status
  • availability of a trial period (industry leaders usually offer a 14-30-day trial period)

Another useful function for managing complex deals and building your institutional knowledge is an option to download transactions of all communication and resolved questions for future reference and training purposes. 

In case you opt-in for professional training, depending on the needs of your team, check if the provider offers any of the following:

  • live demo walk-throughs of the platform
  • in-person virtual training
  • webinars
  • a written user manual

Technical support

To minimize disruptions and introduce a new platform with confidence, it is worth evaluating what type of customer support service is offered and what suits your needs. 

Most providers state that they provide 24/7 support, but it is important to make sure all performance standards are defined in a service-level agreement (SLA). Look for features like: 

  • 24/7/365 support via phone, chat, and email (industry leaders guarantee 15-minute response time) 
  • multilingual customer support team

Customization

A possibility to apply your own color schemes and logo in your data room and in the invitation, emails sent to users gives it a professional and unique look. Look for options to customize: 

  • branding — adding company’s elements of style to the online data room, including the following:
    • logo
    • theme colors
    • custom invitation email for the new users
  • interface and layout for easier due diligence file management
  • terms and conditions of use
  • automatic reports, watermarks, headers and footers of downloaded files

Reports and analytics 

Having access to data can help spot setbacks, act accordingly and overall make better data-driven decisions. Comprehensive audit trails can help monitor due diligence progress and user activity statistics can spot the areas of interest of your prospective partners. 

To take advantage of data produced in your due diligence data room, look for features like: 

  • access to full audit trails with easy-to-use reports broken down by file type:
    • Excel
    • PDF
    • printables 
  • ability to track all actions and changes:
    • changes made in documents
    • permission changes
    • new uploads
    • recent downloads
    • document views
  • option to view statistics and graphs:
    • colorful “heat map” of document viewing frequency
    • the number of pages viewed by a certain user

How to organize a virtual data room for M&A due diligence?

Given the specifics of your mergers and acquisitions due diligence, a VDR software can be set up to incorporate industry-specific standards and requirements for document organization. Coherent document retention can also be critical for sealing the deal. 

Due Diligence Data Room

Data room index is useful for keeping your folders and files organized. A data room index is simply the table of contents of your electronic data room. It lists all documents and folders as they are uploaded and helps sort, locate and organize your files. Having automated index numbering is a significant advantage, as there is no need to create and update file numbering manually. 

To ensure a well-prepared data room due diligence, consider following these steps:

  1. Create a list of requirements (due diligence checklist) 
  2. Name your files and folders following a specific file naming system
  3. Create structure with folders and subfolders
  4. Update files regularly
  5. Evaluate the system you have set up by doing searches

Some of the due diligence data room software providers have extensive experience assisting due diligence projects and they already provide professional due diligence data room indexes as well as consultancy services for setting up the platform.

Who controls the virtual data room for mergers and acquisitions?

The virtual data room owner (customer) operates as the administrator and has complete ownership and control over the platform. An M&A data room administrator is responsible for setting access permission for all virtual data room users. Depending on the specifics of the M&A deal, access is typically granted to: 

  • internal experts who are usually setting up the structure, upload and review documents or answer questions
  • potential partners and investors who review documents and ask questions
  • third-party experts, outsourced auditors or other organizations needed to participate in the M&A process

Successful due diligence procedure depends on a well-structured and well-coordinated workflow, so laying out involved party roles and permissions is crucial before inviting them to join the platform.