Physical data rooms are quickly being replaced by virtual data rooms, partly because of the complex procedures that are necessary to protect the information held in these rooms.
Having confidential deal information in a specific location means that the parties in the deal need to travel to and from the location each time they view documents, which also results in high costs associated with transport, accommodation, premises, and security.
Another complex issue is the on-site management of the venue, which needs to be restricted to only those who are essential to the due diligence process. The use of Virtual Data Rooms over the years over its physical counterpart in many ways.
Let’s take a closer look at the procedures involved in using a physical data room:
Storage of Documents
Storage of physical data requires premises, which could be provided by the law firm overseeing the legal aspects of a merger or acquisition deal. Often, facilities are made available on the premises of the firm located in a specific city or state.
With regard to the documentation, the following rules apply:
- All information stored on-site must be sorted in binders and indexed. In the absence of electronic backup, it’s also necessary to keep additional copies off-site in case of a disaster.
- The document index is made available to the various parties who need access before they visit the data room.
- No information may be removed at any time from a physical data room, other than any documents copied for the viewer by the law firm’s management.
- Most data rooms allow laptops to be used in the data room, but any electronic devices that have copying abilities are not allowed. This includes copiers, scanners, fax machines, and camera-enabled smartphones.
- Parties viewing information may not mark, change, damage, or destroy any of the information in the room, which requires close oversight by way of surveillance video or management presence.
- When new documents are added to the data room, they must be marked as recent additions and the parties in the deal must be notified that they have been added.
- If participants need copies, they must complete a request form and file it with the data room’s management. If the documentation is designated as “copyable”, the management team will try to accommodate the request within a given timeframe.
Providing Access
Access to a physical data room is far more complex than they are for a virtual model. The process requires specific hours to be set for visitors, and the parties may need individual access times to avoid being in the room together.
Additional access procedures include:
- Fixed hours: Access to the room might only be available during certain times, due to oversight and security requirements.
- Entrance control: Visitors typically give the name of a contact person on their arrival on-site and sign a register before being granted access. In some circumstances, they are photographed for the record and escorted during their time on the premises.
- The management of the firm providing the venue has the right to withdraw or refuse access to the room at any time and for any reason. If this happens while participants are in the room, they will need to leave immediately.
- A physical data room usually contains no telephones with external access, to avoid the leaking of information. Participants may also be asked to hand in mobile phones before entering the data room, and they can retrieve them on their departure.
Advanced Features
Virtual data rooms come with advanced features that can increase the speed and efficiency of the transaction. Some of them are:
- 24/7 Local Support: You will have a team to fall back on in case you need assistance with data room related tasks.
- Data Room Coordinators: You will know exactly who to reach out to if you need help.
- Time to Launch Data room: It takes a maximum of 15 minutes to set up a new virtual data room.
- Platform Interface: Platform helps you arrange large data and manage them smoothly.
- Multilingual Access: Participants can access the data room in their local language.
Management of due diligence using a physical venue is far more complex than it is for a virtual data room, and although some deals still require the existence of such a facility, the majority now prefer to use the online option. We have also discussed the differences and benefits of using a VDR over a traditional Physical data room.
Want to experience an advanced data room today?
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