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Legal Due Diligence in Virtual Data Rooms: What Do You Need to Know?

Legal due diligence is not an option; it’s a mandatory obligation for those who are acquiring or selling a business. Due diligence is a lengthy process that may take a few days to several weeks or even months if a large organization is being acquired.

The core of the due diligence in M&As is to examine the organization from legal and other aspects. It may include verifying financial records, licenses, share certificates, etc. All of this needs a massive exchange of data which must be handled in a highly secure environment, such as a virtual data room.

There are data room vendors that offer solutions specifically designed for M&A deals. How do they help businesses with the due diligence process? What is legal due diligence? Why does your company need a virtual data room for due diligence? Let’s find out!

What is legal due diligence?

Legal due diligence is a section in the due diligence process during M&A deals where the acquirer evaluates the legal position of the seller company. In the course of due diligence, the acquirer verifies the responsibilities and rights of the company and any irregularities or discrepancies that can prove to be harmful to the acquirer in the future.

What is a due diligence data room?

A due diligence data room is an electronic  data room specifically designed for due diligence during mergers and acquisitions. A virtual data room is a cloud-based online repository that allows the users to store and store data. In fact, online data room softwarehelps the acquirer with insights related to the acquisition.

Virtual data rooms can store any type of data, including financial records, legal documents, business licenses, and whatnot. As we can understand that these documents are of the highest importance for any organization, and businesses are reluctant to provide these documents to the acquirer without any secure platform. That is why data rooms are vital for M&A deals because they provide maximum data security during these types of highly sensitive business transactions.

Why does your business need a virtual data room for due diligence?

After knowing about a virtual data room, one would ask, “why do I need a virtual data room when I have traditional physical data rooms“?

Well, the answer is simple; human negligence and automatically made errors can cost you millions if you are about to acquire a company. Virtual data rooms make sure that there is no or negligible human interference during the due diligence process, thus minimizing the chances of errors.

However, it is only possible if you are using a reliable and certified online data room software particularly designed for due diligence. Look out for the best virtual data room providers in the market and see if they are covering the following sections:

  • M&A Due Diligence
  • Legal Due Diligence
  • Financial Due Diligence
  • Administrative Due Diligence
  • Human Resources Due Diligence
  • Intellectual Property Due Diligence
  • Management Due Diligence
  • Customer Due Diligence
  • Tax Due Diligence
  • Asset Due Diligence

It is very much possible that you may not need all of the above-mentioned services. Therefore, it is better to compare virtual data rooms and see which one fits your specific needs.

M&A data room structure

Data room m&a structure simply means how you organize the business data in your virtual data room. The purpose of the data room software is to make sure that everything is organized and easily accessible. The effectiveness of a virtual data room also depends on how you set it up.

Ideally, your M&A data room structure should be in a hierarchical form; make separate folders for every section of your organization. Here is how you can categorize your data in different folders:

  • General corporate matters
  • Taxation
  • Financial records
  • Intellectual properties
  • Insurance and legal matters
  • Sales, marketing, and customers
  • Employees records
  • Organizational agreements and commitments
  • Miscellaneous

Categorizing the business data in folders makes it easier for others to access it quickly. Besides, you can set access restrictions for any folder according to your needs or the scope of the deal.

Benefits of using a due diligence virtual data room

  • Impeccable security is the first and most important benefit of virtual data rooms. M&A deals require businesses to provide all the sensitive business information to potential buyers. Virtual data rooms make sure that data is shared in a secure environment.
  • With virtual data rooms, potential buyers can access the data anytime from anywhere in the world. Moreover, the administration can set access limitations according to their needs.
  • Cooperation and easy access to the potential buyers work as a goodwill gesture. Data room software can help you conclude an M&A deal quickly without compromising your data security.


Due diligence virtual data rooms are not just an option these days; they are a need. Gone are those days when businesses had ample time to conduct due diligence for months. Virtual data room software has made things easier and faster. Most importantly,data room software keeps your business data safe.