Virtual Data Room Providers – Reviews and Comparison of Services
Data rooms are most commonly used when a deal is being explored between two companies. This will often be a merger or acquisition, though VDRs are becoming more commonly used amongst a far wider range of organisations. Whilst they originally attracted interest from lawyers meeting with clients and viewing documents relevant to a transaction, they are now used by buyers, accountants, senior management and a wide range of other people where a low-cost way to view and share documents securely without a physical location is required.
‘The due diligence process evolves throughout the course of each deal and regularly questions will arise which require that the disclosed documents are revisited. In such circumstances, the traditional procedure (where copying of the relevant documents has not been permitted) of having to return to a physical data room a number of times is replaced by a much more interactive, real-time process provided by a VDR.’ – Lucy Handford, Stevens & Bolton LL
Top 8 Highest Rated Virtual Data Room Providers
This is where the Virtual Data Room or Virtual Deal Room comes in: a secure cloud-based document repository, which will enable controlled access to different files for the various parties to a deal.
‘Almost all deals are done using virtual data rooms today, even if there is a physical data room as well.’ – Jordan Ellington, president of TransPerfect Deal Interactive
Control over the material is absolutely paramount. In a physical setting this is easier to monitor. Online there are greater challenges to security – both from the dealmakers or users themselves, and third parties who may wish to gain access to valuable information. Initial access is controlled through the extranet and processes undertaken by the vendor to revoke permissions if a bidder withdraws or a person no longer has a legitimate reason to view the information. However, this does not address issues of information control while the data is being viewed. Digital rights management technologies are used to prevent documents being copied, forwarded or even printed to hard copy.
As with a physical data room, access may be granted to only one party at a time, and is supervised, though the nature of the VDR means that it can be used by many people in parallel without them coming into contact. For the VDR this process can be virtualised, with every document viewed tracked and recorded. This turns a time-consuming and expensive process into one that can be carried out automatically.
Thus a VDR is a cost-effective and convenient way to share and view documents relevant to a critical business transaction or process, whilst maintaining security and control over who is allowed access to them.
Virtual Data Room Providers
Although VDRs are still a relatively niche market (there is less demand for them than for regular high-volume cloud storage for consumers), there are still a large number of providers. Comparing the services they offer isn’t always easy, because there are many variables to consider and one company might offer something very different to another.
CapLinked is a fantastic VDR option, with all the functionality you’d expect from a secure and reliable virtual data room, and more. It compares very well with others in the space, and differentiates iteself with a modern interface, transparent pricing (no per-page pricing) and round-the-clock support, should you need it. Whilst these should be entry-level requirements, they’re often lacking from the major providers. Above and beyond that, there are some great features that make life a lot easier – and safer – if you’re sharing and collaborating on documents. Here you can find the full detailed review.
DRM without the headache
CapLinked FileProtect is a powerful DRM (digital rights management) tool. You can protect any PDF or Office file using their technology, meaning that users have to log in with secure credentials to access a document. Access can be revoked with a single click, remotely ‘shredding’ a document for anyone who doesn’t need to view it any more. It’s also extremely easy to keep track of who has been granted which permissions – and to lock documents to certain IP addresses so they stay where you want them. CapLinked’s activity tracker logs whenever a file is viewed or downloaded – not only improving workflow and security but enabling you to follow up with interested prospects.
In case a workspace user shares a document outside of approved circles, (intentionally or otherwise), CapLinked’s watermarking will make it abundantly clear what has happened. Every document opened in the web viewer will include the user’s name, IP address, time/date of viewing and email address – providing an effective deterrent to leaks as well as leaving a trail. Watermarks can be customized to include exact language, colors, placement, size, and transparency to your preference.
Secure document editing
Document editing happens entirely within the CapLinked workspace environment, so there’s no reason to download a file to work on it. Microsoft Word and Excel filetypes can be accessed and edited within any modern browser or mobile device. Edits are tracked and version control is supported; a new version is created on CapLinked’s servers every time a document is saved, so if there are any mistakes you can simply revert to an older copy. Administrators can manage access, and keep a detailed audit trail of changes for viewing and export.
CapLinked is a VDR as it should be: secure, powerful, flexible but, at the same time, thoroughly accessible with a great user experience. They have gone all-out to provide a secure platform, without some of the typical usability issues that often result. Their pricing follows the same philosophy of transparency and simplicity. If you value security and a cutting-edge user experience, CapLinked is a top choice.
It’s this functionality that lends itself to a VDR application. Box’s simplicity makes it a straightforward matter to share documents, whilst retaining control through its permissions and tracking settings.
It takes just a few minutes to set up a VDR in Box, allowing you to share information securely with partners around the world but still giving you the ability to limit their permissions to upload, view or edit files. Within the VDR you can create separate folders for each project, and you can set it to receive notifications when anyone accesses the files in it – including uploads and downloads, edits and comments. This means you’ll always be on top of who’s doing what in the VDR. You can set the privileges to each folder to Preview Only or Upload Only, and there are several layers of security to ensure your information remains safe. You can schedule for files to be deleted once they’ve served their purpose, or deactivate shared links.
Box provides what’s essentially a secure document management service, allowing you to move these processes away from email – which is messy and insecure – and ftp, which is complicated to use and hard to track. This is critical in a business deal. As well as ensuring that you and everyone else have the latest version of documents at their fingertips, you’ll always know who has viewed which documents. There are version histories and update tabs, as well as email notifications. You can bring together everyone’s comments into one central and secure location, again making for a more efficient process. Digital signature software saves time and money in completing a deal by enabling you to e-sign contracts. Box also works on a per-user pricing model, whereas others may have a variety of approaches including flat fees and per-page. Depending on how many people will be using the service and how intensively, these can prove to be inefficient.
Lastly, as with its regular Enterprise solution, Box has the nice touch of enabling you to customise your project with your organisation’s branding, meaning that it has a more professional appearance. It’s a small detail but it makes a difference and other providers typically don’t offer it. You can add your logo and colour-scheme to the Box interface and log-in page, so right from the start your partners are presented with a branded face to your organisation, and customer URLs are also enabled.
Intralinks is a step up from Box. It’s a popular and well-reviewed platform in the VDR field; Intralinks Dealspace platform claims to have more than 2.7 million registered users and is the system of choice for more than 5,000 deals every year. It boasts familiarity with the business community and a strong track record of providing the services needed by dealmakers.
As with other serious VDR services, the emphasis is on facilitating due diligence. This includes setting up data rooms as well as protecting document security. Dealspace’s ‘self-launch’ data rooms provide an index template for customisation so you can get started quickly and easily before you launch your project, adding documents and users/permissions prior to opening the room. PDFs and Office documents are protected, and there’s excellent integration with Microsoft Office along with a helpful and easy-to-use interface, meaning that familiarising yourself with it and training take a minimum of time. There’s a separate ‘deal marketing’ platform, which enables you to transfer deal documents securely for the purposes of due diligence. Mobile access is supported with dedicated apps that give users all the functionality they need to manage every aspect of the transaction, including adding further files and users to the list. One of the strengths of this is that it allows you to make rapid changes to user permissions from anywhere if you need to – such as if updates are made, documents are released too early or users need to be added or removed.
‘While VDRs offer many advantages over paper-based datarooms, accuracy and quality are still overarching requirements to lessen the chance of making costly mistakes and missteps during the deal process.’ – Intralinks, Building a Better Data Room.
However, Intralinks as a whole offers more than the Dealspace VDR, and their complete service might be attractive to companies that want more than just a secure space to share documents. The wider company provides consulting services, training and round-the-clock support, making them idea for larger organisations with more complex needs. Not only that but they meet the compliance requirements for US data centre security certifications, and sometimes UK ones (which tend to be harsher). These factors, not just the clean and powerful tech they offer, has made them the platform of choice for so many prestigious businesses.
Intralinks offers a free trial but the full package is very expensive – and you will need to contact them to gain pricing information. However, it’s clear that they’re a significant player, with a number of high-profile clients – including Deutsche Bank and American Airlines. They claim that every one of the companies in Fortune 100 has used them, which should give you an idea of their calibre and the kinds of clients they’re looking to target.
Unlike Intralinks, which provides a full-service offering aimed at the very highest end of the market, Firmex is a solution targeted at small-to-midsize companies that aims for simplicity as well as excellent functionality. They’ve taken a one-size-fits-all approach, which may be restrictive or overcomplicated at either end of the spectrum, but that will work well for the vast majority of businesses that sit in the middle. They have a very simple pricing model, with single fees for their limited range of offerings – basically single-use or multi-use. Fees for quarterly payments are lower than monthly ones.
Firmex boasts a 55,000-strong client list, and claims to be able to get you set up with a Virtual Data Room in a matter of hours, rather than several days as can be the case with more complex offerings. It’s clearly designed to be as user-friendly as possible, with drag-and-drop document uploads and no limits to file sizes. You can use it with any device, and any browser, and you won’t need to install any additional plug-ins to view documents. Documents can be read in their native formats, and it’s a straightforward matter to track changes and locate the most up-to-date version of a document.
This usability doesn’t come at the expense of security, though. You can protect Office documents and PDFs, and lock documents by both IP address and computer. Access to different documents can be set to expire at a given point, and you can change access to files after you’ve shared them remotely. Saving, printing and copying can be disabled, and you can block screen-grabs too, to ensure the files stay where you want them.
There’s also a strong emphasis on support. Firmex have a strong reputation for customer service, and you’ll get live in-house support for all customers, with customer service operatives available round the clock, 365 days a year. You won’t have to wait longer than 15 minutes for a response, and calls are not transferred, so you’ll only even need to speak to one person.
Like Firmex, SecureDocs has a straightforward user interface and makes a point of being highly accessible – no training or prolonged orientation is required. Set up takes just 15 minutes and pricing begins at $200 per month.
It bears a superficial resemblance to some of the more popular and user-friendly public cloud services, with drag-and-drop movement of files and folders, automatic indexing, a folder tree to make it easy to find what you’re looking for, and a search function to locate the right files and users quickly. You can essentially use it as a public or hybrid cloud archive for your critical documents when it’s not being used as a data room.
‘Use Dropbox when sending out promotional materials and public information to large groups of people. It is incredibly convenient to spread information quickly for little to no cost. Use SecureDocs when storing or sharing sensitive information (client lists, cap reports, financial records, employee files, and other documents of record) that need to be kept confidential for the sake of the company or the client. Gain confidence from colleagues, clients, and investors by ensuring the protection and organization of important information.’ – SecureDocs blog
However, security is beefed up and access to documents is carefully controlled. Two-factor authentication is used for access, with SMS messages being sent to your phone. Once you’ve been approved, you can stay registered for that computer for 30 days. Admins receive activity alerts, and there are a range of measures to protect documents, including dynamic watermarking, view-only functionality, and end-to-end data encryption.
User permissions can be set on an individual or group basis, and users can be allocated a permission profile that allows them access to particular files and folders; there are ‘Individual Roles’ and ‘Group Roles’ to make this process easy, and users can be given several different access settings: No Access, View-only, Download/Print access and Full access. Audit logs means you will always be kept up-to-date with activity in the data room, and all user activity is tracked and time stamped. Admins receive a daily report by email, and the audit log can be exported if necessary. Support is 24/7 and can be found my phone or email. There are also online training videos.
‘SecureDocs is a purpose-built solution that provides the security I’m looking for at a price that’s 80% less than our previous virtual data room.’ – Woody Rollins CEO AppScale System, Inc.
At prices from $99 per month (free for 7 days), V-rooms is very much at the cheaper end of the line for Virtual Data Rooms, but still has a broad suite of features to facilitate deal-making in a secure environment, allowing the creation, distribution and sharing of documents.
‘We appreciated the security features and especially the electronic NDA. The staff was very helpful getting our data room set up as well.’ – Xtreme Oil & Gas, Inc.
Alongside plenty of cloud security measures and a surprisingly low price, V-rooms has 24/7 support available to help set up and manage your virtual data room, organising documents, setting permissions and tracking viewers to ensure that no one has access to the files unless you want them to.
V-rooms’ VDR security includes a number of measures, such as 256-bit encryption for documents – a widely-used and respected industry standard employed by the majority of Fortune 500 companies – email alerts when documents are uploaded or changed, and two-factor authentication for sign-on. There’s the digital rights management (controls on printing and saving documents) that you’d expect, multiple access levels and room archiving capabilities.
V-rooms have taken the slightly unusual step of building their platform on top of Amazon Web Services own cloud hosting service, instead of providing their own infrastructure. This has a number of implications, not least of which is the massive scalability and reliability of the web giant’s cloud. You get the cost benefits available from the economies of scale Amazon can provide, security monitoring built in, and load balancing servers so you’ll always have access to the information you need.
Amazon’s world-class service means you’re given a series of assurances right off the bat. Access to servers is controlled and monitored around the clock, data is continually backed up and there is a robust disaster recovery plan. Data centres have a single point of access and iris/biometric fingerprint scans for security, along with uninterrupted power supplies. Server stability is 99.5%. Intrusion detection ensures there will be no unwanted visitors looking at your documents. Amazon use SSAE 16 Type II Certified Data Centres.
On top of this, you gain V-rooms’ own layers of features and capabilities, building on Amazon’s strong security with a raft of their own measures to help you control and manage your documents and access to them. This includes activity and audit reports, controls to prevent people printing and saving documents without permission, email Alerts for additions and changes to files, archive capability, dynamic watermarking and user activation emails to give you solid security over your data rooms’ content. It’s easy to create and manage the data rooms thanks to bulk user creation facilities, bulk upload/download capabilities, text search functions and the ability to revoke access after downloads. From a presentation point of view, there are a number of neat features such as private label branding and private branded login for clients, plus customisable homepages with calendars and announcements. All of this means a user-friendly service with plenty of features and security protection, but the cost benefits of building on Amazon’s foundations.
Venue boasts an impressive client list, including Barclays, Deloitte and Goldman Sachs, placing them firmly in the higher end of the virtual data room space. As you might expect with a client list in the financial sector, there’s a heavy emphasis on security. They are AT-101 compliant, and the service has been audited to professional standards for organisations that handle or impact important financial reporting for other organisations. Annual hacking tests are designed to ensure that Venue maintains a robust service and keeps ahead of those who might be interested in compromising their integrity. 256-bit encryption as standard protects documents in transit, allowing for safe movement of files between the data room and clients.
‘Venue data rooms are the only ones in the industry with localized support no matter where in the world you do business. With over 500 global offices and service centers, and the ability to translate to and from 140 different languages and dialects across the globe, no other virtual data room can offer global support the way we can.’ – Venue
For all that, they’re not a solution solely for the technically literate. There’s local and prompt customer service wherever you’re based – something they boast no one else does. It’s an easy system to use, with powerful permissions settings so it’s a straightforward matter to determine who can view, print and save documents. Watermarking with user ids and access times is a nice touch, as is the Google search facility to find documents easily.
Citrix ShareFile VDR
Sharefile makes a point of being highly straightforward to set up and get going, with no training necessary to use it and a low barrier to entry. There’s no software to download, since files live fully in the cloud, and there’s text search for documents so you’ll always be able to find what you need. This is part of a wider emphasis on scalability. Sharefile makes it possible to upload literally thousands of files quickly, and there’s an Outlook plugin that enables you to send and request files from your email inbox, whilst maintaining security.
You can set permissions for individual users, and track their activity with alerts and notifications for who is viewing what files and when. View-only and watermarking prevent unwanted access and it’s a simple matter to manage permissions that could otherwise be complex.
‘Security and reliability are very important to us, and ShareFile [VDR] fulfills both of these needs.’ – Melanie Heinis, New Hampshire Business Sales
There’s also 24/7 customer support, along with low-pricing compared to the industry standards, putting ShareFile somewhere in the middle of the VDR range.
iDeals Virtual Data Room
iDeals is another VDR service that has attracted some impressive names to its client list, including some of the big accounting firms and major banks. That already puts them in somewhat rarefied atmosphere in the field, though you won’t pay quite as much as you will for some of the other top-end VDRs around.
There’s not a massive amount to differentiate iDeals from some of the others in the space, since they have most of the same security measures (256-bit encryption, virus scanning, dynamic watermarking, document expiry) that you’d see elsewhere, and the UI is designed to make life easy with Microsoft Office integration, drag-and-drop, bulk uploads and so on. What they have done is tailored different approaches to the different sectors they work with and their specific needs, and made the platform available either as a web service of a solution than can be integrated with an organisation’s existing infrastructure.
More about Virtual Data Rooms
Although VDRs are taking off in a big way, they haven’t yet broken into the mainstream consciousness in the way that cloud storage has – as an almost universal consumer and business convenience. One of the reasons for that is that there is still a place for the physical data room. VDRs are well-placed to complement those, but there is still enough misunderstanding about the security and convenience they offer over other solutions that businesses are still using traditional public cloud storage to act as a VDR – or even email as a way of sharing documents.
‘Physical data rooms are not yet extinct.’ – Mark Greene, partner at Cravath, Swaine & Moore.
The simple truth is that many lawyers still prefer to work with physical documents where they can, and the preference for email and cloud storage raises security issues that make this wise. Until there is better awareness of the rationale for VDRs, and the technology that powers them, this will remain the case.
Pros and Cons of Virtual Data Rooms
As with other cloud technologies, VDRs offer both advantages and disadvantages. Many of the potential problems can be circumvented through training, awareness and best practice, but this nevertheless means there are drawbacks of one sort or another. All the same, when it comes to reviewing documents for a deal, the benefits of holding documents securely in the cloud contribute a great deal to efficiency when the alternative is a centralised physical data room.
The cost benefits of VDRs are obvious. By moving data to the cloud, you eliminate certain costs that are inherent in any physical model. There are staffing and building costs, to start with. Cloud servers enable economies of scale that improve costs compared to local IT infrastructures, if they are a factor. But in the special case of the VDR, the purpose is to make documents available to customers and other stakeholders that would otherwise require costly and lengthy journeys to the data room itself, with all the up-front and opportunity costs that entails. There are also savings from removing costs of copying documents and indexing them,
When making a deal, time is often critical. The faster it is to review and assess documents, the more potential customers or partners you can reach and the sooner you can close the deal. Depending on the nature of the transaction, it may be uneconomical or problematic for companies to send representatives to the physical data room and take time out from their other duties. Cutting travel times out of the equation and enabling instant access makes it far easier to bring the proposition before a greater number of people.
‘With a virtual data room, you can have an unlimited number of potential bidders doing due diligence at the same time, which makes the process so much faster.’ – Jane Ross, partner at Dewey & LeBoeuf.
Not only this, but any number of people can use the same VDR at the same time, so documents can be viewed in parallel. With a traditional physical data room, only one party is allowed in at the same time.
There can also be problems with interested parties seeing each other or learning of the other’s presence on the way in or out of a physical data room – potentially fatally compromising the deal for one of them. In some cases, bids have been discovered and other vital details leaked. This is obviously unacceptable.
‘A VDR eliminates all of those potential pitfalls and thus gives a banker greater control over the information that bidders get about the amount and nature of the competition in the process. In addition, a VDR allows the target company to see exactly what information a bidder has looked at, giving it valuable information about the seriousness of a bidder.’ – Jane Ross.
This is something that a VDR addresses. So long as security of access is robust, there is no problem with anyone knowing who else is in the data room at the time, and complete logs of what documents have been viewed, by whom, and when can be automatically created. Yet there is still the convenience of being able to visit the data room at any time.
On the other side of the coin, VDRs aren’t perfect. Some of the problems are broader than this specific application, and relate to the way that people engage with documents in the physical and online worlds. Many people still have a strong preference for working with physical documents and will choose to print out files even if they have the option to view them on-screen. Neither is it just a matter of preference: mistakes are far more likely when large volumes of documents are viewed on-screen for a prolonged period of time, and eye-strain and other issues are more likely too. Thus there are some advantages to working with physical documents. And, of course, one of the things that VDRs routinely do for the sake of security is restrict printing.
‘It is virtually certain that in the course of their visual review on the screen, young attorneys will miss things unless they take the time to print and review. The costs associated with errors could greatly outweigh the upfront cost savings of VDRs.’ – Mark Greene.
Balancing this is the convenience of being able to access a document from any device and from any location – so the review process does not have to be confined to the physical data room.
Lastly, there sometimes problems with moving large quantities of documents online, especially if some of those documents are old (predating computer systems) or in unusual or outdated formats, making it harder to convert and upload them to the VDR. In these instances, it’s possible that certain documents might be present in the physical data room that would not be included in the VDR. For this reason, VDRs can be seen as a major convenience but not yet superseding the use of the physical data room: a complement, not a full replacement.
Factors to Consider
Many of the same criteria apply for choosing a VDR that would be relevant for other cloud platforms. Security is absolutely critical given the specialist nature of the VDR, and speed and uptime are also important factors. Cost will naturally be an issue, but cheaper services can prove to be a false economy.
- Keeping files confidential is the over-riding priority with the VDR. The level of acceptable risk will differ from industry to industry and sector to sector. You should take a broad approach to security, which stretches far beyond the threat from hackers. Any strategy or assessment should also include virus scanning, uptime and infrastructure security, the integrity of the codebase and an understanding of the physical security measures and background checks applied to employees. Downtime of any length can be a serious problem – even an hour at the wrong time can be disastrous, so it’s important to make sure the provider has a strong track record and disaster recovery measures in place. Strong encryption should come as standard and compliance with any relevant industry standards should be checked (these will differ according to sector and jurisdiction).
- Obviously you will want your user interface to be as straightforward as possible whilst ensuring that the platform provides all the features and security you need. Many VDRs claim to be easy to use, but there is still great variation. If you’re working with a large number of documents then effective search functions become more and more important. You’ll want to keep training to a minimum unless there are particular features you require, and you may not want to download proprietary software onto your devices.
- Needless to say, VDRs offer a wide range of different features and services. They are not all alike, which is one of the problems of comparing different providers. Factors like support become a big deal, because if you are dependent on the smooth operation of the data room and there is an issue, you will be stuck without the means to resolve it quickly. You’ll need to know whether this assistance is on-hand around the clock, in office hours, and whether there are times of the year (national holidays, for example) when it’s not available. Beyond that, the platform’s reliability is worth establishing at the outset, and the procedures the provider has in place for disaster recovery. Is the data backed up to multiple locations? Is uptime high enough to inspire confidence that you will always have access to your documents? Lastly, you should check the policies on downloading and printing documents. You won’t always want to enable potential clients to do this, but some providers do not offer that functionality at all.
- Finally, how much will the package cost? Once again, this can be an apples-and-oranges comparison, since pricing structures differ widely. You’ll need to have a good idea of what you require from your VDR – when you will be using it, what security measures you require, what volume of documents you’ll need to upload/download, how many users will it need to support, and so on. Find out what the policy is on scaling, and whether you will incur substantial extra fees if any of your estimates is off. The pricing models won’t be the same across providers, with some charging by the user or device, some per page, some per megabyte of data – all of which makes a huge difference depending on the type of files you’re working with and the number of people involved.
Cloud Backup – List and Reviews of some of the Top Cloud Backup Companies.
Big Data Analytics Tools – Review and Guide to Companies that Offer Big Data Analytics Tools, Software, Solutions and Software.
Do Virtual Data Rooms Add Value to the Mergers and Acquisitions Process? (Institute of Mergers, Acquisitions and Alliances – MANDA).