Thursday, January 19, 2012

Data Rooms, Legal Compliances and Merger And Acquisitions In India

Data rooms are maintained by companies and organisations to manage and make available companies related information and documents so that they can be analysed and inspected by authorised persons and companies.

Data rooms are used for different types of transactions and multiple stakeholders these days. Vendors use data rooms in the case of a property, merger and acquisition, legal due diligence, share sale, etc. Similarly, authorities engaged in public private partnerships (PPPs) prefer to disclose a large amount of confidential data to proposed bidders during the due diligence process.

The traditional data room that is used in this regard is located at a secured physical location to which limited and authorised access is granted to selective people only. It is generally located at the vendor’s offices or at their lawyers or at some other secured place, which the bidders and their advisers will visit in order to inspect and report on the various documents and other data made available.

Often only one bidder at a time will be allowed to enter and if new documents, or new versions of documents are required these will have to be brought in by courier as hardcopy. Teams involved in large due diligence processes comprise of number of experts in different fields and so the overall cost of keeping such groups on call near to the data room is often extremely high.

Establishment of virtual data rooms (VDRs) is considered as a viable and cost effective alternative to traditional data rooms. Electronic legal due diligence relies heavily upon virtual data rooms instead of traditional data rooms. In fact, corruption and technology related legal due diligence may use VDRs in future.

A VDR is essentially a hosted website with limited and controlled accessibility to authorised personnel only. VDR uses secure log in credentials, as supplied by the vendor/authority, which can be modified or disabled at any time by the vendor/authority in appropriate situations. Such log in credentials can be used by the bidders and their advisers to gain access to relevant documents and information.

Obviously, the documents and information is sensitive and confidential and technological safeguards and restrictions should be applied to the viewers' ability to release this to third parties by forwarding, copying or printing. Technological solutions like digital rights management is one example of such technological safeguards. Cyber law and cyber security due diligence must also be undertaken by various stakeholders.

The cyber law trends in India 2012 by Perry4Law and Perry4Law Techno Legal Base (PTLB) have clearly projected that cyber law due diligence in India would going to increase. In fact cyber law due diligence for Indian companies has become so important that it must be made a part of their policies and corporate strategies.

Similarly, e-discovery in India is also going to increase the demands for data rooms and virtual data rooms in India. E-discovery services in India are still evolving but e-discovery for social media in India is one area that has tremendous potential in India and world wide.

Data rooms and virtual data rooms also facilitates mergers and acquisition and legal due diligence exercises. The merger and acquisition trends in India 2011 have shown a decline in merger and acquisition transactions in India except for few areas. However, banking related mergers and acquisitions in India is going to increase and e-legal due diligence in India may be involved in such mergers and acquisitions in India.

Virtual data rooms can also used for legal, accounting, investment banking and private equity companies performing mergers and acquisitions, fundraising, insolvency, corporate restructuring, and joint ventures. India may soon realise the benefits of virtual data rooms for merger and acquisition and other purposes.

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