ADEC Preview VDR vs. Firmex Virtual Data Room

Firmex Virtual Data Room is well suited to complex mergers and acquisition transactions. For example, we recently used it when acting for a potential purchaser involved in an auction transaction for a business unit worth approximately $1 billion. In that scenario, the vendor uploaded all of the documents to the data room and each of the bidders (and each of their lawyers, outside accountants, etc.) had access to the same documents. There were over 1000 documents uploaded to the data room (the index was around 100 pages I think), so it was a good way of managing such a large volume of documents, and such a large volume of users.

Incentivized

• Status updates
• Visual display
• Organization capabilities

Incentivized

• This is a bit of a stretch, because as far as I know, no data room provides this, but I think it would be interesting if they added a feature to manage supplemental due diligence requests. In almost every transaction I've been involved with, the buyer has supplemental due diligence requests, either because the seller did not want to provide a document or because they did not think it was sufficiently material (or they just forgot!). These supplemental requests get handled separately, using a Word or Excel document, but I think it would be nice if it could be handled directly in the data room. The reason this would be handy is that you could include dynamics links in the questions (Page 2 is missing from Document 1.1.2 - and then there is a link right to Document 1.1.2) and in the answers (See Document 3.3.4 for the missing financial statements - and then there is a link right to the missing document).
• This is partly on the users, but I do not like it when a data room allows you to delete a document without there being an ongoing reference to the deleted document. It makes it hard for the other side (the purchaser) to keep straight the numbering of the due diligence documents. At a minimum, the software should just keep the numbering of the documents the same with an "Intentionally Deleted" next to the deleted document.

Incentivized

I think Firmex has one of the best visual displays -- I like its basic user interface a lot. It's easy to recommend that clients use it who have no prior datasite experience because they onboard quickly. It is far more intuitive than Dropbox and has more organizational capabilities. Merrill is a close competitor as it also offers a sleek design and user friendly interface.

Incentivized

• Positive impact on conducting due diligence efficiently.
• Positive impact on being responsive to fast-moving transactions because of the e-mail updates when new documents get uploaded.

Incentivized