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Data room terms / Deal process

Virtual data room (VDR)

The short version

Deal software that lets one side publish sensitive files to a vetted audience, such as bidders, lenders or a fund's analysts, while deciding folder by folder who may open what and logging each open.

How it plays out on a deal

The label covers a wide band of software. At one end sit transaction platforms built around M&A, with question workflows, bidder groups and engagement reports. At the other end are file sharing tools with a few deal features added. Both get called a data room in sales material, so the name alone tells a buyer very little about fit.

For a buyer the useful question is narrower: does this room let us decide who sees what, prove who saw it, and run the conversation with the other side without leaving the platform? A room that answers yes to all three is doing the job. One that only stores files securely is a cloud drive with a stricter login.

What to check in a review or demo

  1. 1Whether the vendor sells deal rooms as its core product or as one module inside a general file sharing suite.
  2. 2Which of the twelve checklist features ship natively and which need a higher tier or an add-on.
  3. 3Whether you can run a full trial room yourself or have to book a guided demo to see the interface.

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Where this comes up on Data Room Review