Prepare a detailed note on Data Room and advantage of Virtual Data Room.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2017
Prepare a detailed note on Data Room and advantage of Virtual Data Room.
Answer & Explanation:
A Data Room provides all important business documents/information which may be on Financial, regulatory, IPR, marketing, Press report or any important material aspect pertaining to a business transaction. Otherwise it provides for a common platform/place where all records of important business information are kept for the review by a potential buyer after signing of a Non Disclosure Agreement (NDA). As data room discloses confidential data which is not available for public and may relate to business process, trade secret, technology information etc, the access to data room is made after signing of Non Disclosure Agreement. Provisions are also made to mitigate the risks of data destruction or data stealing. For this purpose the restrictive provisions are made for entry, study, noting and exit from the data room. This includes physical checking of the persons conducting such study in the data room. Installing close circuit camera in the data room and monitoring the activity of the persons on time to time basis is a regular activity. It results in adequate expenditure and prior to that make proper budgeting is required. Principles are also laid down for copying documents to clearly state about the nature of documents which could be copied in the data room. For this purpose also photocopiers and scanning machines are kept, electronic data similarly also monitored for which copies are required to be made. Benefits of Data Room Removes ambiguity in the minds of buyer about the profitability, growth prospectus, and sustainability of business that is proposed to be bought. Provides material information that helps in doing a SWOT analysis. It enables the buyer to do a better bargain through the analysis of the data. May expose the weakness of the seller which is not directly provided to the buyer- For example, a material off balance sheet transaction. Provides data that helps in better Valuation of business for both buyer and seller. Major Advantages of Virtual Data Room Savings in cost Saving in time More Comfort to buyer and Seller Availability of information at any time of the day Enables multiple prospective bidders to access the Virtual Data Room Easy to Set up More Secured Improved Efficiency Copying/printing of documents may be restricted. Closure of Virtual Data Room may happen at any time
Topics: Due Diligence
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