A data room, or virtual data room (VDR), is a secure cloud platform used to manage and share sensitive company documents. It offers numerous user-friendly features, security certifications, and enhanced compliance measures. Data rooms are specially designed to allow companies to securely share confidential information with external third parties.

Widely used in mergers and acquisitions (M&A) operations and fundraising, they facilitate collaboration and secure sharing of sensitive information between various stakeholders (investors, lawyers, financial advisors, etc.). Data rooms are particularly used during the audit phase of M&A operations to conduct financial, strategic, legal, social, and other due diligence. It is crucial to note that firm offers from acquirers will be primarily based on the information provided in the data room. If information is deliberately hidden or omitted, this can lead to significant disputes. Moreover, the comfort and transparency provided by a well-organized data room allow for the reduction of the representations and warranties clause (R&W clause), thus minimizing risks for all parties involved. The constitution of the data room is therefore key to the success of a sales process and to reducing associated risks.

However, due to the quantity of information to be stored and classified, the risks of errors can be significant (disclosure of sensitive information, non-compliance with GDPR standards in terms of employee protection, omission of documents, etc.), and it is therefore essential to prepare it thoroughly in advance. Furthermore, the confidentiality of shared information requires security standards and differentiated access levels that should not be neglected.

How to choose the right data room provider to ensure reliable and efficient document management? What are the points to anticipate and the difficulties that may be encountered during its creation?

Who should create the Data Room?

The creation of a data room is generally handled by a few key individuals who support the CEO in the process (CFO, accountant, Legal Director, HR Director, Chief of Staff, etc.). It is crucial to carefully choose the people involved in creating the data room, taking into account the strategic implications. Increased involvement of employees can accelerate the process and reduce individual workload, but it requires impeccable internal communication. Moreover, this approach can distract teams from their daily tasks, and it is often preferable that not all employees are informed of the process, especially during an M&A sale. Furthermore, it is imperative to precisely define access to sensitive files, particularly those related to human resources, such as pay slips, to ensure the confidentiality of information.

In cases where the company engages an M&A advisor for the operation, they can assist in creating it. However, it will still be the company's responsibility to retrieve the indicated documents. The data room administrators are responsible for organizing the documents, defining access levels for each user, and implementing the necessary security measures to protect sensitive information.

Points to anticipate when creating a Data Room

When creating a data room, several points must be anticipated to ensure its proper functioning and security.

1. Security and Compliance: Ensure that the data room has the necessary security certifications (SOC, ISO, GDPR) and is capable of detecting and countering cyber attacks.
2. User-Friendliness and Reliability: Choose a data room that is easy to use and reliable, with a good user experience and responsive customer service. The more important the volume of information to be shared, the more crucial this point becomes.
3. Access Management: Clearly define access levels for each user (read-only, modification, download) and apply custom watermarks to sensitive documents. It is also important to internally define who will have access to the data room and to restrict access to certain sensitive folders (for example, HR folders) to the relevant individuals as mentioned above.
4. Identification of Scope and Duration: Clearly identify the scope of the company involved in the operation and the duration for which the documents (generally 3 years for financial documents) must be uploaded to the data room to ensure the completeness of documents while avoiding the risk of sharing documents not relevant to the operation.
5. Anticipation of Delays: Some documents may take a long time to retrieve, so it is essential to anticipate this delay to avoid setbacks in the process.
6. Cost: The price of a data room is generally based on the volume of documents, i.e., the number of pages to be stored and managed. It is therefore important to accurately assess the quantity of information to be shared to estimate the overall cost.

What documents are typically shared with investors?

During a fundraising or merger and acquisition (M&A) operation, it is common for investors or potential acquirers to request a series of detailed information about the company for their due diligence. Here is a list of categories of information often requested, accompanied by examples of documents for each category:

1. Financial statements
   • Balance sheets
   • Income statements
   • Cash flow statements
   • Audit reports
2. Financial forecasts (Business Plan)
   • 3 to 5-year financial plans
   • Annual budgets
   • Growth scenarios
3. Management reports
   • Quarterly and annual reports
   • Activity reports
4. Key commercial contracts
   • Sales contracts
   • Partnership agreements
   • Licensing agreements
5. Intellectual property
   • Filed and pending patents
   • Trademarks
   • Copyrights
6. Clients and suppliers
   • List of main clients
   • Client contracts
   • List of main suppliers
   • Supplier agreements
7. Human resources
   • Organizational chart
   • Employment contracts
   • Compensation policies
   • Employee files
8. Legal information
   • Company bylaws
   • Minutes of general meetings
   • Share transfer register
   • Shareholders' agreement
   • Ongoing litigation
9. Banking information
   • List of loans
   • Contracts and amortization schedules
   • Leasing contracts
10. Market
    • Market studies
    • Competitive analysis
    • Marketing strategies
11. Real estate
    • List of leases
    • Property certificates
    • Technical plans
12. Other relevant information
    • Product development plans
    • Technical documentation
    • Certifications and accreditations

It is essential to prepare these documents in advance and organize them in a structured manner in the dataroom to facilitate the due diligence process. In some cases, documents may be added or removed depending on the company's activity and history. Moreover, if the dataroom is not comprehensive when it opens, there is a risk of numerous requests for additional documents during audits in the Q&A phase, which is time-consuming for management and can reduce their credibility. This is why properly constituting the dataroom upstream of its opening to investors is essential.

Identification of Sensitive Information

When setting up a dataroom, it is crucial to identify sensitive information that should be shared with a limited number of third parties or that should be redacted (masked). Here are some tips to achieve this:

1. Document Analysis: Review all documents to identify sensitive information, such as commercial contracts, critical financial information, and personal employee data.
2. Redaction: Use redaction tools to mask sensitive parts of documents before uploading them to the data room.
3. Access Controls: Limit access to certain documents to only users who need this information for their audit work.
4. Download Tracking: Monitor who downloads or views sensitive documents and take corrective action in case of suspicious activity.

By following these steps, you can ensure that your dataroom is well-constructed and secure, thus facilitating M&A operations and fundraising while protecting your company's sensitive information.

Analyzing Investor Interest

Dataroom providers generally offer detailed analyses of investor and advisor activity, allowing you to know how many times they have connected, how many documents they have viewed, which documents they spent the most time on, etc. This data is crucial for evaluating the traction of the process. If an investor and their advisors spend a lot of time consulting the dataroom, it indicates a strong interest in the operation. Conversely, a low level of consultation constitutes a real risk. Knowing the level of interest in the dataroom is essential for guiding the seller's M&A strategy, knowing which candidates to focus on, and thus optimizing management's time.

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In summary, setting up a well-organized and secure dataroom is crucial for the success of mergers and acquisitions (M&A) operations and fundraising. An effective data room allows for facilitating collaboration between different stakeholders, reducing risks related to the disclosure of sensitive information, and ensuring total transparency throughout the process. It is therefore essential to carefully choose your dataroom provider and meticulously prepare the documents to be shared.

The Equify legal library can greatly facilitate the creation of a dataroom. Indeed, the documents are already classified, renamed, and our library ensures the completeness of documents related to capital operations, which represents a real time-saver. Moreover, for small M&A processes or initial fundraising rounds, it is possible to use our library as the sole dataroom by giving read-only access to investors.