What is a Virtual Data Room?
An alternative to the physical data room involves the setting up of a virtual data room in the form of an extranet (essentially an Internet site with limited controlled access, using a secure log-on supplied by the vendor/authority which can be disabled at any time by the vendor/authority if a bidder withdraws) to which the bidders and their advisers are given access via the internet. Much of the information released will be confidential and restrictions should be applied to the viewers ability to release this to third parties by forwarding, copying or printing. This can be effectively applied to protect the data using digital rights management.
In either case detailed auditing must be provided for legal reasons so that a record is kept of who has seen which version of each document - when and for how long.
As an essential part of the Mergers & Acquisitions process the data
room (dealroom or dataroom) is set up as part of the as a central
repository of data relating to companies or divisions being acquired or
sold. The data room enables interested parties to view material relating
to the business in a controlled environment. Confidentiality is
paramount and strict controls for viewing, copying and printing must be
imposed. Conventionally this is achieved by establishing a supervised,
physical data room in secure premises with controlled access. In most
cases with physical data rooms, only one bidder team can enter the room
at a time. People are brought to the data and key documents moved by
courier or post. Due diligence is slowed to two or more times the time
that it should take.
A Virtual Data Room has exactly the same strengths as a conventional
Data Room - controlling access, viewing, copying and printing as well as
setting time limits on viewing - and logging who saw what and when - but
has none of the disadvantages of being at a standard location, needing
couriers to move or update documents or needing transport of key staff
back and forth. It is also accessible 24/7 over the allowed period. With
a Virtual Data Room documents reach regulators and investors in a more
efficient and timely manner. Improvements in efficiency aside and speed
aside, a Virtual Data Room typically pays for itself in a single M&A
transaction.
A Virtual Data Room is quick to set up, scanned data and existing
electronic files can be mixed, Information can be added or removed at
any time (and the changes logged if required) and any or all information
can be closed to any or all registered viewers at any time.