The use of virtual data rooms in M&A due diligence is not something new. Hundreds and thousands of corporations employ due diligence data room software for M&As. Due diligence is a data-driven and complex process that may take weeks. In fact, it can take months, even if you use a virtual data room.
Yes, it may be shocking because data room services make the due diligence faster, not slower. However, if you don’t do things step by step, even a high-end online data room software won’t be able to make things easier for you. If you want to see an example of such a service, click here.
The question stands, how to use a data room for effective due diligence? You can find the answer in this guide.
What is a due diligence data room?
A due diligence data room is an online, cloud-based communication platform and a data repository to store, share, and manage due diligence documents. Using the due diligence data room, all interested parties can share documents, arrange meetings, track deal progress, and ensure real-time communication.
Due diligence can be carried out for mergers and acquisitions, initial public offerings, capital or fundraising, joint ventures, strategic partnerships, and real estate transactions.
Read on to learn more about due diligence at https://data-rooms.us/due-diligence/.
4 important steps to conduct effective data room due diligence
1. Prepare a due diligence checklist
Imagine going into the due diligence phase without completing all the required documents for the process. It is a common mistake. Businesses fail to arrange all documents, so buyers must keep requesting the necessary records. Ultimately, it not only wastes time but gives a very unprofessional impression from the seller’s side.
To avoid this inconvenience, it is mandatory to prepare a due diligence checklist. Generally, the following documents are included in a due diligence checklist:
- Legal, due diligence documents such as occupational license, shareholders certificate documents, and federal/local/state business licenses.
- Financial due diligence documents include capital structure, tax returns, stockholders’ details, general ledger, foreign exchange reserves, and audited financial statements.
- Marketing and sale due diligence documents including revenue listed by customers, details of credit terms with all customers, detailed overview of marketing strategies, and complete details of existing sales contracts.
- Property, plant, and equipment documents that may include real estate assets, inventory, fixed assets, and technology.
- Intellectual property documents such as licenses, copyrights, issued patents, domain names, design patents, patent applications, etc.
- Other important documents include human resource records, the company’s outstanding or ongoing contracts, joint ventures, and partnerships with other business entities.
2. Upload and organize due diligence documents
Preparing a checklist will help you store documents in relevant folders. There will be hundreds and thousands of files that can take time. However, with the bulk upload feature in virtual data rooms, you can upload hundreds of files in one batch, and that too in a matter of a few minutes.
Structuring your due diligence documents will allow the buyers to access documents easily. If you are dealing with multiple buyers at a time, it is highly recommended to set up multiple data rooms for them as it will speed up the process, and you can end up with the best possible quotation.
Lastly, it is important to recheck that all the required documents have been uploaded.
3. Set document access control
There will be thousands of documents that you will present to the buyers, and many of them will be highly confidential, such as product designs, marketing strategies, secret formulae, prototypes, research findings, etc. You don’t want these documents stolen or copied by potential buyers.
Therefore, it is important to set access restrictions on documents per your requirements. For instance, if you don’t want buyers to do anything except view specific documents, you can activate view only or fence view mode on those files. These features prevent users from downloading, editing, printing, saving, copying, or sharing specified documents.
Apart from that, it is also crucial to prepare NDAs to make sure buyers don’t leak or steal information. You can use built-in NDA templates in your electronic data room or create new ones.
4. Invite users to your virtual data room
Once you determine the number of users conducting due diligence from the buyer’s side, create user accounts for them. However, before you invite them to your data room, fix their document access settings to ensure they don’t have access to unauthorized folders or documents.
Once you are done with all that, invite the users to complete the login process. If necessary, educate them on how to use the data room effectively. Having basic communication tools in your data room is essential so buyers can easily contact you. Also, don’t forget to get those NDAs signed by the temporary users.
Rounding it up
Technology is flawless, but it is up to you how effectively you use it. Due diligence, virtual data rooms are developed to make the process smoother and faster. However, it is only possible when you know how to use it efficiently. The abovementioned steps can be useful in organizing a smooth due diligence process.
