Data rooms—share and asset purchases
Data rooms—share and asset purchases

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Data rooms—share and asset purchases
  • Virtual or physical data room?
  • Practical and organisational issues
  • Documentation

This Practice Note, which applies to both share purchase and asset purchase transactions, explains:

  1. the differences between a physical data room (a room filled with documents in a set location) (PDR) and a virtual data room (an online data repository to which documents are uploaded) (VDR) and the factors involved in choosing which of the two to use

  2. a summary of the key organisational issues for the seller and the seller's team of advisers to consider when setting up a data room, including how to decide what to include and how to organise the data room, and

  3. the documentation which should be drafted by the seller/seller's advisers and executed by those accessing the data room (namely a confidentiality agreement and data room rules)

Different data room procedures will apply depending on whether a PDR or VDR is being used, but the rationale for setting up a data room is the same in both instances.

It will be important for the seller to identify appropriate senior individuals within its/the target's organisation to provide the documents to its advisers for inclusion in the data room. Senior management within the seller should discuss with their advisers which documents should go into the data room. The data room will only be as good as the information contained in it and the seller will want to make