The strategic value of a specialised VDR in modern due diligence
In any merger or acquisition process, the due diligence phase is critical. For those unfamiliar with the concept, due diligence is the stage in which the buyer conducts a thorough analysis of the legal, financial, commercial, tax, operational, employment and, increasingly, environmental aspects of the target asset or company. Its purpose is to identify risks, validate economic assumptions, and/or adjust the price or contractual terms of the transaction. It is therefore a key step in the development of the deal, where document management and information traceability play a central role in ensuring the security and viability of the transaction.
Thus, the due diligence phase is not simply a review of specific areas of the target company or asset, but a moment in which the handling of confidential information becomes both a risk factor and a strategic opportunity. In this context, having a specialised and independent Virtual Data Room (VDR) has become an essential tool for optimising the process, mitigating legal risks, and improving transactional efficiency.
What is a VDR and why should it be specialised?
A Virtual Data Room, or VDR, is a digital platform designed to host, organise, and share sensitive documents in corporate transactions, and is commonly used in M&A (mergers and acquisitions) operations, particularly for carrying out the due diligence process.
While generic cloud storage solutions do exist, a VDR tailored to M&A offers specific features that make a significant difference, such as: user or group-based access control, activity traceability, redaction and labelling tools, approval workflows, dynamic tags, and customisable structures adapted to the due diligence checklist.
Some providers even offer workspaces specifically designed for sale and purchase transactions, restructurings, competitive processes, or asset sales. Unlike solutions provided by specific advisory or audit firms, an independent VDR ensures confidentiality, neutrality, and full control of access and content for all parties.
What are the benefits of a specialised VDR?
Advanced security in VDRs
VDRs designed for M&A transactions incorporate advanced security protocols, such as multi-factor authentication, end-to-end encryption, and restrictions on downloading and printing. They also log all activity on the platform, making it possible to generate content reports that may serve as legal evidence in proceedings.
Document efficiency in VDRs
A good VDR is not only for storing documents but also adds value in terms of document efficiency: it streamlines the work of legal and financial teams. It allows folder structures to be aligned with the due diligence index, supports bulk file uploads, enables task and Q&A assignment, and provides real-time monitoring of the review’s progress.
Online certification of VDR content
One of the lesser-discussed — but practically impactful — aspects is the ability to certify the VDR content online, eliminating the need to visit a notary to deposit a USB containing the exchanged documentation. This step, prior to executing the sale, typically incurs high administrative costs and is increasingly out of step with today’s digital business environment.
Some providers offer a “data freeze” function that creates a unique hash with probative value, alongside a certificate of integrity that confirms the content and exact closing date of the data room. The result is an electronically certified archive with a qualified timestamp that can be appended to the notarial deed of the share purchase agreement.
Cost and time reduction in the post-closing phase
As readers may deduce, this reduces notarial costs, simplifies the post-closing process, and prevents disputes with the buyer over what documentation was actually available for review.
Risks of relying on physical media or non-independent solutions
It is important to remember that using multiple copies of a supposedly identical USB (typically one for each party and one held by a notary) can cause issues, particularly when the upload of documents was not meticulously supervised in the presence of both parties.
In practice, it is not uncommon to encounter problems when verifying the exact information that was shared. Either the USBs are not truly identical, or insufficient care was taken to ensure the content was non-editable or write-protected.
The importance of a certified and regulated provider
This issue can also arise if the certification of content is done through a VDR controlled by one of the parties, unless an independent system is in place to reinforce legal certainty, ensure content integrity, and protect against potential future challenges.
In cases where parties opt for self-managed VDRs, Devesa always recommends at least using a regulated certification service such as that provided by EADTrust — a qualified trust service provider registered with the Ministry for Digital Transformation. As a service regulated under the eIDAS Regulation, the certification of the index and VDR content reverses the burden of proof and benefits from a presumption of veracity (eIDAS Regulation and Article 326.4 of the Spanish Civil Procedure Act).
The cost is generally reasonable but may vary depending on the provider, their specialisation or target sector, the volume of documentation, and the length of the retention period (which is adjustable).
Certification of VDR content
In terms of cost-saving, having certified VDR content clearly streamlines the deal preparation and saves time. With these platforms, parties can receive the full documentation via a ZIP file sent by email, which can be verified quickly without the need for physical presence. Moreover, maintenance costs are included in the agreed platform fees and avoid deterioration risks associated with physical media (USBs can be damaged).
Regarding accessibility, documents can be easily retrieved via a link or QR code on the certificate, without needing to visit a notary’s office or incur further administrative costs. Needless to say, the ability to store large volumes of data without being limited by USB capacity is a clear advantage.
Ultimately, having an independent VDR eliminates conflicts of interest between the parties. When the data room is managed by one of the firms involved in the due diligence, doubts may arise over access permissions, audit trails, or potential deletion of documents. By contrast, an impartial third-party provider guarantees that no side gains unfair informational advantage, and that information traceability is always available to all involved.
VDRs ensure legal certainty and operational efficiency in due diligence
Using a specialised and independent VDR in due diligence is no longer a sophistication, but a practical, legal, and strategic reality. As outlined above, it protects confidential information, facilitates advisers’ work, and — increasingly — provides reliable documentation of shared content without the need for traditional notarial procedures. For this reason, at Devesa, we frequently recommend it in M&A processes involving our clients and are well placed to advise on the best solution for each case.
At Devesa, we believe the digital transformation of M&A depends on smart technology choices — and investing in a professional VDR means investing in legal certainty, operational efficiency, and readiness for potential post-closing disputes.
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