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Mergers and acquisitions should not be tackled without thorough preparation. Sellers and buyers need to understand what they want from the deal and set up a secure workspace to organize transparent collaboration. So, how to do it with the help of a data room?

How to plan an M&A deal in a data room software?

Large companies are constantly looking for additional sources of expansion of their activities. And it’s natural. Now one of the most popular ways is mergers and acquisitions (M&A) of companies. Although there are other forms that are not so common today, in some cases, they are preferable from the standpoint of efficiency.

M&A planning time is required before the actual work begins. Strategic preparation speeds deal closure, saving time and money. However, this work tends to be underestimated. It is an important phase that poses challenges for both sellers and buyers. On the sales side, it’s all about preparing the asset and marketing the product to the right audience. On the buyer side, this is the time when goals are set, and suitable target companies are identified. Two things should be done for sellers and buyers in the preparatory phase:

• Create the basis

• Find the right target company.

When we talk about basis, we mean arranging a secure collaborative workspace for data sharing. Creating favorable conditions for the sale of the asset must appear as attractive as possible. The buyer should be able to assess the asset’s value with minimal effort. The due diligence that requires efficient document management is essentially carried out here. Following data room reviews, virtual data rooms are often used at this stage to create a manageable and easily accessible document trail. The buyer must create a clear roadmap with the goals of the company. It ensures that the M&A process is only initiated if the seller meets the basic objectives.

What are the benefits of this digital platform?

The information that is located in scattered documents contains a lot of valuable information that is revealed only during M&A processing. This goal is met by the virtual data room software, which provides document management, i.e., capable of creating, storing, searching, retrieving, editing, and distributing documents. According to

The M&A data room software ensures the following benefits for its users:

• a prompt search for the necessary documentation is carried out due to the competent structuring and reliability of storage;
• the document flow structure is centralized;
• all documents can be stored electronically on different media and even on remote servers, so even if a fire breaks out in the office, you don’t have to worry that any important documentation will be destroyed;
• all documents are easily registered and coordinated;
• all papers are signed on the basis of their sending via electronic communication channels, which saves a significant amount of time and effort for employees of any enterprise;
• if necessary, you can make a copy of the desired document in a few seconds;
• the audit is greatly simplified since it is carried out in electronic form, and it is also possible to invite hired specialists for these purposes, who receive documentation through electronic channels.

The advantages of electronic document management systems are significant and undeniable, but before switching to them, you should evaluate the negative aspects of each system.

A virtual data room is (most often) a cloud technology that allows you to store files and hold online meetings in the most secure environment. Here you cannot worry that your data will be lost or lost during a hacker attack.

VDR technology is ideal for both small and large businesses. They can conduct large transactions, giving experts access to the necessary documentation.

History of the virtual data room

Initially, the data room was not virtual – it was a very tangible room in which there were a large number of different documents. The data room was usually organized for large transactions, such as mergers and acquisitions.

Such a process could take many months when mountains of documents were brought into the room, and lawyers, financiers, and marketers checked them. Of course, in this chaos, it wasn’t easy to talk about data protection.

But already in the 60-the 70s of the last century, the first hints of virtualization of the data storage process in rooms appeared. The first sketches of virtual data rooms began to be developed, and the first such products appeared in the 70s and 80s. However, the real dawn of technology came in the late twentieth and early twenty-first centuries.

Now, thanks to the hard work of many developers, we have access to hundreds of services that delight with security and an abundance of various functions.

How does the WDR work?

A virtual data room is a highly secure cloud where company employees can upload materials: files, reports, documents, and projects. You can grant different levels of access to company employees and experts invited from outside. The latter is necessary for conducting due diligence, for example, before buying a company. Also, mergers and acquisitions require careful analysis of documents.

Often, the VDR has the function of a board portal – that is, the company’s board can hold online meetings here, adopt resolutions, and approve the strategies and plans of the enterprise.

Why is it important to protect company data?

Various documentation is stored in virtual data rooms – from financial reports to enterprise development strategies. Such files should not fall into the wrong hands: competitors can find out about the plans of your enterprise, reveal the names of your customers and employees, and threaten the enterprise’s financial stability.

In such a situation, it is not only about the safety of money and the honest face of your company but also about losses. Your company can be sued; customers can refuse services – all this will lead to a significant decrease in profits.

Data breaches’ negative impact on large companies cannot be underestimated. Not only does it undermine consumer confidence, but it can also have huge financial implications. Regulators worldwide are imposing hundreds of millions of dollars in fines on a firm if its users’ confidential information is compromised.

Consequences of data leakage

Data breaches are costly for companies, especially given the tightening of laws in recent years. Regulators in various countries are counting on such high fines to force companies to keep customer data secure. However, cyberattacks are unlikely to stop in the coming years, given that hackers’ methods are also improving.

Any normal partnership implies the association of the parties to obtain mutual benefit. For example, in business, partners can be not only the organizers of the company but also suppliers of goods and services. As a rule, the partnership between the company owners is legally fixed, but there are cases of verbal agreements in which cooperation is based on trust.

Views

Equitable partnership. Companions have the same powers and equally share the responsibility.

Limited partnership. Here, responsibility is distributed by the share of each of the partners.

Strategic cooperation. This type of partnership is characteristic of large businesses, while the long-term building of commercial relations can be noted.

When business partners own affairs on an equal footing, this does not always lead the company to haste, and the reason is simple – it’s a disagreement. Here you can draw an analogy with two kitchen mistresses who rarely get along. No matter how thorough the planning was at the stage of the birth of a business, sooner or later, contradictions will arise on one or another aspect.

But if the shares are not distributed equally, for example, 60% to 40%, then the last word is always with one person. Of course, the opinion of a smaller partner with a smaller share is always considered, but the main owner makes the final decision for the company.

We should also mention the forced partnership, which is often concluded due to a lack of funds. In most cases, nothing good comes of this because a successful business is built only voluntarily and with people close in character, not just those with start-up capital.

Partnership Benefits

Starting a business alone, entrepreneurs face several difficulties and not only of a financial nature. However, having a partner has several advantages.

1. Distribution of tasks. Starting a business is always associated with the need to resolve many issues related to finding suppliers and employees, obtaining loans, concluding various contracts, etc. The partnership allows you to distribute tasks between business partners.
2. The moral support. There are situations when a businessman can “give up” due to fatigue, accumulated problems, and other things. Outside help is essential here.
3. The financial side of the issue. The partnership reduces the financial burden of each team member because the start-up capital for starting a business is distributed among all partners, resulting in no need for additional lending.

If one of the partners falls ill or has personal matters, then the co-owner of the business will come to the rescue.

Disadvantages of a partnership

Despite all the advantages of partner cooperation, this format also has several disadvantages, which often leads to a quarrel between partners.

• Lack of experience. When you start a joint business, you expect certain results from your partner, but his lack of knowledge may not meet the expectations. It also often causes the loss of the company’s reputation.
• Strategic differences. Partners’ opinions may differ when it comes to some global issues related to the company’s strategic development.
• Conflict over the distribution of profits. The partnership means an equal contribution to the activity, but if one of the team members does less than the other, and receives the same amount, then friction will arise.

The partnership is a mutual responsibility. So, for example, if a partner breaks the law or somehow harms customers, the blame for this will lie with his business partner.

Due Diligence is a comprehensive assessment of the investment object by specialists (lawyers, financiers, auditors, and tax consultants). Based on the results of due Diligence, an expert opinion is issued.

External and internal due Diligence

With internal due Diligence, the company’s specialists carry out legal and financial analysis procedures. This type of verification has several advantages:

• Lower cost of verification.
• The ability to see business processes “from the inside.”
• The company’s experts have deep professional knowledge of the specifics of their company.

It should be noted that when conducting internal due Diligence, a company may encounter its disadvantages:

• Employees conducting due diligence procedures are distracted from solving current operational problems.
• There is a risk of a biased attitude to events and facts.
• The possibility of conducting due Diligence on your own is only with similar activity to the investee.

With external due Diligence, legal and financial analysis services are provided by appraisal and legal companies involved from outside. These include large international or regional companies or small audit and consulting firms.

The main advantage of external due Diligence is the provision of a comprehensive analysis to assess the feasibility of investments, followed by legal support, that is, a turnkey package of services.

Despite the more time-consuming (for searching, inviting, and agreeing on an audit with experts) and cost (complex services include the work of lawyers, tax consultants, auditors, and financial analysts) workflow, external due Diligence provides an independent assessment of the investment object, adequately reflects all possible tax and legal risks and formulates recommendations for their elimination.

Tax due diligence

Analysis of the real situation of the financial and economic activities of the company at the reporting date. The coverage period is three years. Compliance with the norms of the tax code is being checked in terms of the correctness and timeliness of accrual and payment of taxes and contributions, the application of benefits, filling out declarations and calculations, as well as checking the preparation of financial statements, the correctness of the annual inventory of assets and liabilities, receivables and payables, financial investments, are checked company counterparties. Based on the results of the stage, a conclusion is formed that describes possible tax risks and ways to eliminate or reduce them.

Management due diligence

Analysis of the company’s statutory documents, determination of its organizational structure, the rights of each shareholder (owner), checking the registration of the company’s share issue, payments to shareholders, the correctness of registration of transactions with shares. The stage ends with the preparation of an independent opinion.

Financial due Diligence

Analysis of the financial position and performance of the company in terms of key indicators: liquidity, financial stability, profitability, turnover, solvency; a bankruptcy forecast is made, the cost of the acquired company in the market, and the prospects for its development are determined. A conclusion is drawn up, including the analyzed indicators and coefficients, characterizing the company’s ability to generate income.

Marketing due diligence

Analysis of the competitive state and position of the company and its product in the market, prospects, and opportunities for its development is determined, and marketing risks are identified. The information received is reflected in a consolidated or separate independent conclusion.