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14-May-2020 13:54:39


Setting up a data room for an M&A transaction has never been a uniform process. We receive enquiries from lawyers, bankers, private equity and corporates, sometimes on the same deal! All of whom can have a differing set of priorities. So, whether you are a banker, a lawyer or a CFO, what should you be looking for from a Data Room Provider to ensure that all parties working on a transaction are satisfied?


Where will the data be stored and processed? Is it safe? These questions can easily be overlooked but actually should be at the forefront of any selection process.

Questions to include in the process are; where are your servers located? Are they physical servers? If cloud based, which 3rd party provider hosts the data for you? Who has access to my data, and where are they based?

Data privacy is now at the forefront of the discussion given the information being shared during an M&A process is highly confidential. Unless you investigate these questions, you may find your data is held in a jurisdiction where it can be legally obtained by the government of that country. The legislation differs enormously across the globe, so it is safer to have solid knowledge of where it is and how it is protected. 

The above might seem like overkill to many, however the security of confidential data is paramount and large corporates often employ entire teams just to ensure no leaks of their data. This should not change when going through a sale process, which often involves sharing a company’s most confidential information.

How does our service answer these security questions?  

  • If you work with us then your data can be hosted on our UK or EU servers; it is up to the you or your client. Our servers are physical and owned by us.
  • We undertake regular penetration testing through ethical hackers to ensure our infrastructure is secure.
  • Our business is ISO27001 certified and compliant with GDPR regulations.
  • We are regularly onboarded through the compliance and procurement teams at many of the world’s leading businesses and financial institutions.
  • Our project management team is based entirely in the UK working 24-hours from here vs. a follow the sun approach which means people from all over the world will be responding to your needs depending on the time you call.


M&A transactions are a fast-paced processes. Legal and finance professionals want to know when help is required that there will always be someone who understands their needs and is able pick up the phone or respond to e-mails. Despite each provider claiming to have 24/7 service, the level of service provided is hugely different.

It is important to ascertain whether the service includes; training and problem solving only or whether it is an all-inclusive extension of the deal team that will undertake all administration tasks for the client. This could include; document upload, setting permissions, inviting users, Q&A management etc. It is also essential to know from where the project management team is operating. Are they spread across the world or in a single location?

Questions to ask relating to the service could include; where is your project management team based? What level of service will you provide? Will you undertake tasks for me if I am too busy?

How our service answer to these questions?

  • Our project management team is based in the City of London.
  • We provide an all-encompassing service, meaning our team will always ask, “Can I do that for you?”. They are always more than happy to help with any tasks you don’t have time to undertake.
  • The team is fluent in all major global languages and are available to travel on-site to be with clients for training or consultation.


Once the foundations of security and an excellent support function are established, it is necessary to move on and investigate the vital technology on offer. How fast and intuitive the platform is, combined with the tools offered will be the difference between spending hours or minutes on tasks.

Features that all Data Room providers should include are:

  • Document Protection
  • Bulk document upload
  • Full text searching against all file types (including scanned images)
  • Auto-indexing and re-indexing
  • Real-time reporting
  • Q&A module

If a Data Room provider can’t provide these then you are likely looking at the wrong solution for your project.

The next step is to ascertain what, if any, advanced features they have on top of the basics, that will add value to your process. Below is a sample of an ever-growing list of features we have developed to make life easier for our clients:

Document time-bomb: this is an advanced permission feature that allows the seller to give a buyer permission to download a document for a certain time period e.g. 12 hours, before revoking their access to the document automatically.

E-mail upload: if you need to get documents onto the site quickly, you can simply attach your documents to an e-mail and send them to your project e-mail address. Any attachments will then appear within the Data Room.

Advanced Q&A: workflows are fully customisable, with document threading, FAQs and Excel integration for the bulk upload of questions and answers.

Buyer management system: buyers have the ability to manage the members of their team.

Contract review: integration with the most recognised contract review systems in the market mean buyers and sellers can perform automated contract review diligence within the Data Room, instead of having to remove documents from the system, scan them on a 3rd party software and re-upload them. 

Redaction: the ability to search for words and phrases at the top level of the VDR and have them redacted at the click of a button, as well as the ability to un-redact when required. E-mail addresses and phone numbers can be automatically redacted if you are looking to have a GDPR compliant data room. 


Hopefully the information in this article will give you some clarity over what you should be considering when selecting a VDR provider for your next project. Through our security and infrastructure, we are focused on removing all risk from your projects. Through constant development and input from our community of clients, we are able to ensure that the tools we offer are the most well thought-out on the market.  

You might also be interested in reading Why use a VDR during M&A?

Do you have any questions?

If you are after some general information or have any questions, comments or you need help with a current or upcoming project, please do get in touch.

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*We are assuming, if you are reading this that you are considering proper Virtual Data Room options and not simply a free or simple file sharing platform and so haven’t touched on the basics around why to use a Virtual Data Room for a project. Should you want more detail on this you can find relevant information here.


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