Very interesting articles in the WSJ Deal Blog, and Reuters about the  FSA´s drive to stop deal leaks caused by reporters in transaction.

In a recently published Market Watch report (read full report here) the FSA published its findings after 3 years of research on market leaks with recommendations to deal with communications with the media during a transaction.  Among other things, they include recording all calls and documenting any email exchanges with the media.

Our Data Room can currently capture all the written communication between parties in a transaction in our Q&A module. In a very recent large transaction that just closed using our virtual data room, our client posted recorded conference calls and recorded audio and video management presentations.

It would not be a big surprise if in the near future all communication with outsiders (including the press) is kept in a VDR.

Very interesting parallel with the recently implement SEC´s Rule 17g-5 regarding securitization which among other things requires all communications between issuers of the securitized instruments and credit agencies to be recorded and kept in a password protected site accessible to other agencies.

Virtual data rooms (VDRs) have become the norm in the due diligence stage in most M&A transactions, substituting the traditional paper-based data rooms (see Know-how article “Virtual data rooms: the due diligence evolution”). However, in the last two years, the use of VDRs has expanded dramatically: both deeper in the M&A process and beyond M&A transactions. We believe that this shift in the role of Virtual Data Rooms is driven by the positive experiences that advisers and clients have had with the convenience, simplicity and functionality of VDRs and with their satisfaction and trust in the level of service provided by dataroom specialists.

During the next few weeks, we will talk about the the use of VDRs in different areas of the corporate world.  Among others, we will focus on:

• Private Equity/Venture Capital Funds

• Hedge funds

• IPO Transactions

• Restructuring (Bankruptcy)

• Health

• Corporate Repository

We will share our experiences in each area with specific examples.  Please send us comments and thoughts!

Last Friday marked the coming of age for the Virtual Dataroom Services sector with the first IPO of a pure-play VDR provider.

Congratulations to Intralinks on its IPO. Intralinks has been one of our main competitors in most markets for almost ten years.

As Bloomber covered last week, the capital raised was mainly to fund the partial repayment of the debt it took in 2007.

This is a very significant event for the industry, congratulations!

In general, you should consider engaging a virtual dataroom (VDR) provider to share and control documents with an outside party while maintaining confidentiality and being able to track access to a given document. In particular some of the areas you should focus on are:

• Preparing documents for a transaction, especially when documents need to be put together from different sources and shared with different parties.


• Circulating information memoranda or teasers. A good virtual data room will make the process easier and will provide valuable tracking and audit information.


• Turning around drafts of legal agreements. A good dataroom offers a very simple, secure and easy-to-use document versioning system without the expense of complex dedicated document sharing platforms.


• Conducting due diligence, as a substitute for a paper or email-based data room.


• Closing a transaction, as a substitute for hard copy deal bibles. Very useful when reps and warranties are a key component of the transaction.