If you’re still using FTP or other consumer storage and transfer solutions for your business requirements, here are 3 reasons to switch to an secure modern solution such as a virtual data room. Remember when you discovered FTP (file transfer protocol) and you thought it was so advanced to be able to upload your data to cyber space? In the good old days before online security became a critical issue, FTP was the answer to transferring information, particularly large files. The problem is, FTP is 40 years old now, and that’s ancient in terms of information technology. 

Your data rooms are all set up and you’re ready to enter the due diligence stage of your merger or acquisition. As was the case in the pre-due diligence phase, the actions depend on whether the process is driven by the buyer or the seller. In the third in our series of posts on the M&A life cycle, we’ll take a look at both options, following on from the planning done at the end of the previous stage.

 

Once you’ve identified your virtual data room vendor, the deal enters the pre-due diligence stage. This includes putting in place the infrastructure needed to facilitate the due diligence process, prepare the documents and sign the required agreements between the client and the data room vendor. The steps in this phase depend on whether the process is seller-driven or buyer-driven.

 

Virtual data rooms can be very helpful for lawyers participating in M&A transactions.  The role of corporate law firms’ M&A departments in corporate transactions (M&A, IPOs, refinancing) has changed dramatically in the last years with lawyers now getting involved in every aspect of the transaction. From overseeing the due diligence process through to guiding their clients in the achievement of their business objectives, the work requires secure, 24/7 access to confidential documentation for all parties in the transaction.

Virtual data rooms streamline this process considerably, making it possible to allow access and file sharing across verticals within both the client’s organization and the law firm. The facilities also enable private communication between parties that isn’t subject to unsecured networks and email.

We are very happy to hear that the readers of Acquisition International have recognized our virtual data room service quality by naming us “Virtual Data Room provider of the year in India” and “Virtual Data Room Rising Star- UK” in Acquisition International's 2013 M&A awards.

Acquisition International's 2013 M&A awards celebrate excellence and commemorate the achievements and hard-work of all those involved in seeing a deal through to completion. The awards recognises investors, advisers and service providers pin-pointed for their expertise in their specialised field.

The wide adoption of Virtual Data Rooms has been fundamental in the reduction of deal leaks, the two words that can spell disaster for a high value deals. The ability to track every user’s movements within the dataroom, remotely block access to users and call on this information at a later date has all contributed to more secure deals.
Whether it’s careless employees, malicious competitors or hackers you are protecting information from, there are steps that are increasingly being taken in the industry to prevent leakages and we will guide you through these below.

 

Increased M&A Litigation

The effect of the big economic downturn that we have experienced in the last few years is now being reflected in an increased number of lawsuits and litigation processes related to many M&A transactions.  For example, according to a Reuters article, the number of M&A related court cases in the UK has multiplied X 6 in the last year.   This only includes the number of cases that are actually taken to court, many are settled before that.

Sellers are suing buyers, buyers are suing sellers, investors are suing shareholders and management..

We believe that the main driver by this increase is that when things are tough, mistakes and disagreements gro stronger.  As Warren Buffet puts it, when the tide goes down, you discover who has been swimming naked.  However, from our experience, we also believe that a good dataroom can help sellers, buyers and investors to significant reduce the risk and cost of M&A litigation.

Dataroom Impact on Litigation

Different aspects of a dataroom can reduce the risk and impact of M&A litigation:

1. Document organization. Anyone that has been involved in a M&A dispute will testify of the importance of a clear document structure with a solid numbering system.  We strongly believe that the best way to organize a data room is by keeping the folder and subfolder structure that we are all so used to.
2. Accountability. A good virtual data room can certify that the documents shared with investors have not be changed and that they have been available during a period of time.  Moreover, some of the best datarooms offer auditing and reporting capabilities that provide detailed information and audit trail about all the documents and users in a virtual data room.
3. Data Room as eBible. Historically, when a transaction closes, the participants receive a data room CD/DVD with all the documentation related to the deal including audits and reports.  Although DVDs are useful,  an online Deal Bible solution is much more effective as it provides assurances that the data has not been changed and cannot be lost.