What Is a Data Room?

Nicholas J Price
5 min read
A data room is also commonly known as a deal room. Data rooms have several purposes, but they all share a few things in common. They need to be able to accommodate large numbers of documents and they need to be accessible to various parties involved in a transaction or collaboration. Regardless of the purpose that parties arrange for a data room, it's important that the documents are protected and secure. Data room administrators need to have control over who is in the room and which documents they can access.

Data rooms have long taken the shape of physical office space. Virtual data rooms provide all of the benefits of a physical data room with features that provide high levels of security and increased functionality, which creates efficiency and reduces costs.

Purposes for Data Rooms

Vendors or lawyers often have data rooms onsite at one of their facilities, but a data room can be set up almost anywhere. Some firms opt to bid on and secure deals using data centers. Data centers are large rooms that house computer systems, telecommunications and data storage. Corporations use data rooms to store large amounts of data. Two or more parties can use the data room to exchange documents and share files. Using this space, parties can solidify and complete financial and legal transactions. Due to the complexity of certain types of transactions, corporations may need to rent these rooms for many months.

Today, cloud-based storage is gradually replacing large data centers as IT experts have learned how to keep cloud-based systems secure. Virtual data rooms, which are also known as VDRs, are becoming a popular alternative to physical deal rooms for the same reasons and the additional benefits they provide.

Mergers and Acquisitions Require the Support of Data Rooms

Data rooms for mergers and acquisitions must be highly secure and closely monitored. Bidders, lawyers and advisors schedule times to visit the data room so they can perform their due diligence before getting directly involved in a merger or acquisition deal. They can spend days or months inspecting and reporting on various documents and other data.

Typically, only one bidder is allowed in the data room at a time for security purposes. This is one of the hindrances in using a physical data room. As deals fall through, it elongates the timeframe for companies to seal a solid deal.

Law Firms Use Data Rooms for Complex Legal Cases

Attorneys who work on complex legal cases often utilize data rooms to share, review and collaborate on legal strategies. It's vital for lawyers to maintain the necessary privacy and confidentiality that successfully protect their clients. VDRs provide online space for other types of law, including corporate finance, intellectual property, real estate, and restructuring and insolvency.

Court proceedings can happen rapidly. Virtual data rooms keep thousands of documents well organized in electronic files, allowing attorneys to find and retrieve documents in seconds. Virtual data rooms also allow attorneys to know who has viewed documents and when they need to provide a response. VDR administrators can control settings over who has access to the VDR at any time. They can also control access to copying and printing.

Benefits to Virtual Data Rooms

The benefits of virtual data rooms far outweigh the benefits of physical data rooms. VDRs provide the necessary security for financial transactions. They can handle massive amounts of data and allow for multiple transactions at the same time, which makes them the perfect choice for merger and acquisition deals. VDR administrators can set up multiple rooms at the same time to support the lengthy process of due diligence, which will allow them to secure the best possible price point. Administrators have complete control over all documents within one online space.

Bidders appreciate the savings in travel costs and associated expenses. Firms that use a physical data room usually fly in large teams from all over the country or the world. Mergers and acquisitions usually entail teams that have experts in different fields. Lengthy deals cost firms major amounts of money for travel, accommodations, food and other expenses. VDRs allow firms to conduct due diligence remotely, saving travel expenses.

One of the most appreciated features of VDRs is that administrators can set up each VDR with unique user permissions. Bidders can only access the parts of the room that they need. Administrators can add restrictions for forwarding documents and printing options. Most importantly, administrators can disable user permissions immediately if a bidder withdraws.

Within moments, they can view who viewed which documents and which versions of those documents. They'll know instantly whether someone made a note or change.

Security for Virtual Data Rooms

It's important for consumers to know that not all security in virtual data rooms is equal. Before contracting with a provider of a virtual data room, it's important to inquire about the level of security that the VDR provides. ISO/IEC 27001 and 27002 are generally considered the highest levels of information security and the minimum that consumers should expect in a VDR.

Before contracting with a virtual data room provider, it's also important to learn about whether the VDR integrates with other software programs and whether the other programs provide an equal level of security. It's important for corporate representatives to steer clear of sharing documents via public email services like Gmail, Yahoo and MSN because they lack the level of security in the VDR. Syncing to other software tools can open up opportunities for hackers to steal sensitive, confidential data.

Diligent Corporation considered integration when they designed their virtual data rooms. Diligent uses a highly secure board portal system and a suite of software tools called Governance Cloud, where executives can share documents, communicate and collaborate, all within the strong safety of an internal, fully integrated platform.

In essence, the features and benefits of virtual data rooms far surpass the use of physical data rooms. User permissions allow for greater control over access to data. VDRs reduce human error and eliminate unnecessary complications. The use of VDRs also eliminates expensive travel costs and promotes faster, more profitable deals. Diligent offers a fully integrated platform of board management software solutions that allow all this to happen using the strongest security measures possible.