1. What is Due Diligence?
2. In what way does VDR support Due Diligence?
3. How can I determine if VDR is a solution right for me?
4. Does VDR come with the license once purchased?
5. Does VDR require any special software implementation?
6. Does using VDR require any specific IT knowledge from the client/ Is an internal IT department required in order to use VDR?
7. Will everyone get access to VDR?
8. Does one user see other people accessing VDR? Does he see who they are?
9. Does every user see exactly the same contents of the VDR?
10. What happens in case the company has all documents in paper form?
11. What is the difference between VDR and Sharepoint?
12. What is a difference between VDR and document management software?
13. Would it be not quicker and easier to send documentation via email instead of using VDR?
14. How can I be sure that after Due Diligence has been completed all files will be removed from VDR?
15. Who has access to documents via VDR?
1. What is Due Diligence?
Due Diligence is a process of investigating corporate documents by external parties, usually investors interested in acquiring given company. Due Diligence involves verification of a set of documents named in memorandum and potential risks of the transaction are being identified, whose warrantees will be negotiated further on.
Due Diligence is usually conducted when thinking about acquiring stock, asset, whole companies, parts of it, before making a decision to merge with another company, complete any restructuring or before making any other decisions about making any capital investments.
Due Diligence enables making more rational and optimal decisions by investors. The investigation is being conducted by specialized advisory groups appointed by investors. Those teams usually consist of highly qualified specialists in finance, taxes, corporate law, civil law, labour law and any other areas if necessary. The results of Due Diligence have fundamental influence when assessing reliability of the valuation of an entity being investigated as well as profitability and potential risks associated with the investment target.
2. In what way does VDR support Due Diligence?
Due Diligence in its traditional form takes place in especially designated rooms in which all corporate documentation is assembled (often hundreds of lever arch files). This documentation is then being analysed by different advisor teams appointed by investors that are interested in acquiring the firm. Conducting the investigation in this form especially in cases when investors come from outside Poland or if corporate documentation is dispersed in many different branches, is time consuming, costly and can prove troublesome for both parties of the transaction.
VDR enables providing documentation in Due Diligence in electronic form which allows improving the process (document scanned can be used multiple times without the necessity to print or copy it once more). It also increases process’s competitiveness i.e. enables conducting the document investigation by numerous investors simultaneously and it also ensures much higher security level (access to documents using secure protocol only for authorized users, full control over the process thanks to activity reports of the investors).
3. How can I determine if VDR is a solution right for me?
Virtual Data Room will provide solid benefits if:
- You are seeking opportunities to increase capital of the Corporation or its sale (M&A, IPO, New Connect) or you are coordinating acquisitions run by your company.
- You are corporate advisor on Mergers & Acquisitions (mostly on Sell-side but also on Investor’s side)
- You are an institutional investor (a real estate development company, an investment fund), who:
- Manages the property portfolio, on behalf and for their owners and/or
- Plans to exit an investment or to restructure a portfolio, by selling a single property, a whole portfolio consisting of many projects, a sole building or the entire special purpose vehicle - You are coordinating financial audits or others
Ad. 1 In case you would like to sell your company, VDR will let you most of all:
- Reach wider range of investors
- Increase valuation of your of your company (more investors => tougher competition => higher bids)
- Shorten time required to complete the transaction
- Provide access to documentation to all investors simultaneously with the opportunity to decide that different groups might have access to different documents
- Control over sale process and observe which investor is the most interested to complete the purchase
- Improve the image of the company as well-organized and up to date one
- Offer investors an advanced but straight forward tool and ensure comfortable transaction participation
If you are coordinating acquisitions processes of other companies VDR will ensure:
- Comfortable working conditions for the team of your advisors
- Easy access to files presented in a clear structure
- Access to documentation of the company being investigated 24/7/365 from any place in the world
- Shorter time needed to investigate the corporate documentation and at the same time shorter time needed to make the decision about the purchase
- Control over the work progress of your team of advisors
- Control over the costs related to advisory services
Ad. 2 If you are a corporate investment advisor on the Sell-side, VDR will allow you to:
- Organize the Due Diligence process fast and easy
- Avoid business operation disruptions in the company
- Provide access to documents to all investors simultaneously
- Monitor the involvement in the transaction of investors
- Control the risk of providing confidential information to external parties
- Invite new investors to bidding without incurring any extra costs
- Eliminate selected investors from the transaction in an trouble-free manner
- Decide on each stage of the transaction about various access rights to documentation granted to different user groups in a flexible way
If you are a corporate investment advisor on Investor’s side, VDR will let you:
- Ensure comfortable work for your team
- Manage team’s work and monitor the progress of it
- Easy and well thought-out access to documentation on 24/7/365 basis from any place in the world
- Eliminate time consuming, costly and strenuous travels to the company head quarters its subsidiaries
- Considerably shorten the time required to examine corporate files
Ad.3 When you have a commercial real estate under management and/or you plan to exit an investment, using a VDR will allow you to:
- Create a central, safe data repository, accessible only to authorized persons 24 hours a day, 7 days a week, from any place on earth
- Share an agreed, but often diverse, set of information, at the same time with various, often geographically dispersed parties
- Update, under total control, the documentation shared
- Differentiate access rights to information for individual users: owners, managers, auditors, experts, legal advisors, appraisers, buyers)
- Monitor the activity of all users
- Answer all inquiries coming from investors from one central place
- Use the automatic reports as evidence in case of any disputes in the future
Ad. 4 If you are conducting corporate audits, VDR will allow you to:
- Reduce team’s travelling to the company head quarters to minimum
- Cut costs of conducting the audit
- Provide auditors with comfortable working conditions and access to documents 24/7/365 from anywhere in the world
- Monitor and manage team’s work and its progress
4. Does VDR come with the license once purchased?
No. VDR is being offered in a form of a service, which is based on offering the VDR application using a web browser for a given time to run a given project. During the progress of the project technical support for all VDR users is provided as well as project support for the client. After project has been completed access to the VDR is being denied for all users and project contents is being deleted permanently.
5. Does VDR require any special software implementation?
No. VDR is a web-based application offered as a service and hence doesn’t require any implementation on client’s side or any software installations on users’ computers. In order to use the tool only Internet access and a web browser are required. The service is provided immediately after the client has ordered it – usual turnaround time is 24 hours once service agreement had been signed. It can be shortened to only a few hours on client’s special request.
6. Does using VDR require any specific IT knowledge from the client/ Is an internal IT department required in order to use VDR?
No. Any specific IT knowledge is not required to use Datapoint VDR. User will only have basic skills on how to use a PC and a web browser. Because the application does not require any implementations or any software configuration on users’ PC’s, no IT department involvement is required.
Moreover, VDR is offered together with technical support for all users. In case any technical incident notice is received, it will be immediately solved by our team.
7. Will everyone get access to VDR?
No. Access to VDR will have only authorized users. Users are defined by the client. Based on it users’ accounts are created which after project completion are deactivated.
8. Does one user see other people accessing VDR? Does he see who they are?
No. Only the client project team have the possibility to see all users as they have user management right granted. This group also have the right to track the activity of all users (logging times, documents viewed, etc).
Other users do not know about one other’s existence. It allows the Deal Owner to provide documentation to many investors simultaneously and at the same time to keep confidentiality of the whole process and persons involved.
9. Does every user see exactly the same contents of the VDR?
No. every user has his/her own individual view of the contents of the application. It is the client who decides to which sections of the documentation user will have access to. Client may also define about the advanced rights to documents, namely he/she can decide if users will have the possibility to print out or save the documents. These kind of user rights are being defined for the particular user and for particular document.
10. What happens in case the company has all documents in paper form?
It is indeed very common in case of participation of Polish companies in the transaction, especially those of a small and medium size (SME). In this case we also provide scanning. The process can take place in our scanning centre or if required it can take place on client’s site.
Sharepoint – a Microsoft solution is a set of useful tools to help in designing and implementing corporate intranet portals as well as corporate websites. In order to adjust it to specific needs of the company it is often required to involve IT specialists because particular software adjustments require .NET programming skills.
Sharepoint launching requires also corporate employees’ involvement, hardware and license expenditures as well as organizing support for all users (also those from outside the company). Using VDR eliminated that challenges – users may start using the application from the very beginning! At the same time the decision whether to use VDR or Sharepoint is something like choosing: do it yourself or outsource?
12. What is a difference between VDR and document management software?
A typical document management software includes functionalities that allow defining workflow i.e. people necessary to approve a particular document and the sequence in which they have to approve this document. This type of tool also make it possible to monitor amendments made to the file. VDR is a easy-to-use application dedicated to run Due Diligence which means that it consists of only those functionalities that are crucial to complete a thorough company investigation and no other additional functionalities.
13. Would it be not quicker and easier to send documentation via email instead of using VDR?
The easiness and quickness is in both case comparable. Yet, the security level of information being transferred is incomparable – in favour of VDR of course. If you wish to learn more about security procedures applied, please visit the “Security” section.
14. How can I be sure that after Due Diligence has been completed all files will be removed from VDR?
After termination of the cooperation our team will shut down the VDR dedicated to your transaction so when you enter the project link in your web browser, you will learn that “you have entered an incorrect URL or the URL of the project that no longer exists”.
The rule is that after the project closure data is being archived for 3 months in case of VDR re-activation requirement from the client. After that period data is being removed permanently from our servers.
15. Who has access to documents via VDR?
As far as external users are concerned only people designated by the client receive access to documentation stored in VDR.
As far as Datapoint team is concerned only people involved in a particular project have access to documentation. Rules concerning access to documentation by our employees and document security is regulated by internal procedures of our company established according to ISO 27001 norm. This standard encompasses information security management regulations in the company.