M&A Sell-Side vs Buy-Side M&A: How Virtual Data Room supports both sides of the transaction

Mergers and acquisitions are complex processes involving two main parties: the seller and the buyer. Although their goals differ, both parties share one thing: the success of the transaction depends largely on efficient documentation management and effective communication between the participants. How does a VDR facilitate this?

Preparing and sharing hundreds of confidential files, organizing the work of advisors, maintaining compliance with regulations, and controlling who and when accessed specific data are just some of the challenges faced by transaction teams on both sides.

This is where the Virtual Data Room comes into play – a secure online environment that allows not only storing and sharing documents, but also managing access, tracking user activity and collaborating between teams in real time.

A good quality VDR is an essential tool that can determine the efficiency of the entire transaction.

In this article, we demonstrate how VDRs support both sellers and buyers by addressing their specific needs and mitigating common risks. We’ll also explore features worth considering when choosing a solution and analyze practical examples where VDR implementation has translated into real business benefits.

Who are the parties to the transaction?

• A sell-side agent typically involves the company owner, a private equity fund, company management, or advisors representing the entity being sold. Their goal is to efficiently and profitably sell the company, usually within a clearly defined timeframe.
• Buy-Sides are investors, corporations, investment funds, or financial institutions seeking growth or consolidation opportunities through acquisitions. Their role is to conduct a thorough analysis of the investment target, including thorough Due Diligence, to minimize risk and confirm the purchase’s validity.

Different goals, different challenges

For the selling side, the key factors are:

• preparation of complete, transparent and up-to-date documentation
• maintaining control over what is shared and with whom
• reducing the risk of information leakage or loss of value in the event of a transaction failure
• time management, as too long processes may reduce the attractiveness of the offer or discourage investors.

In turn, the buying party needs:

• quick access to reliable data
• tools enabling collaboration between analysts, lawyers and advisors
• clear tracking of changes in documentation
• support for compliance and risk analysis

The process from the perspective of both parties

Although the point of contact is the Virtual Data Room, each party uses it for a completely different purpose. A good VDR should enable these goals to be achieved simultaneously and without compromise, ensuring a balance of information, transparency, and security.

In the following sections, we will discuss exactly how this works in practice, separately for sellers and buyers.

For the seller, every M&A transaction represents not only an opportunity for a profitable capital exit but also a serious commitment to efficient process management, risk mitigation, and the protection of sensitive information. A VDR is a tool that enables these goals to be achieved with greater control, speed, and transparency.

Centralization and document preparation

A VDR allows to structure transaction documentation in one easy-to-access place. Files can be grouped into logical folders (e.g. financial, legal, HR), making it easier for potential investors to understand the company. Importantly, platforms like Fordata allow you to prepare a closed data room in advance (so-called pre-DD, ready to launch at any time).

Access and permission management

One of the most important functions of a VDR is precise control over who has access to which documents. Users can be granted various levels of permissions, from full access to limited access to selected files, with no download or printing options. This is especially important at the beginning of acquisition processes, when multiple investors are analyzing the company simultaneously.

Control over the duration of Due Diligence

With automated document sharing and rapid response to investor questions, sellers can better manage the pace of the process. Instead of responding to each potential buyer individually, the administrator has complete visibility into what has already been shared and any recurring questions. This shortens the response time.

Reducing the risk of data leakage

High levels of VDR security, such as document watermarking, data encryption, and copy blocking, significantly reduce the risk of unauthorized disclosure of sensitive information. If a potential investor withdraws their interest, the administrator can immediately revoke access without having to physically retrieve the documents.

Automatic activity logs for greater transparency

Every user action in the VDR, such as downloads, openings, or comments, is recorded and available in reports. This allows the sell-side team to monitor which documents generate the most investor interest and which are not opened at all. This type of data allows them to better assess real engagement and prepare for further stages of negotiations.

Regardless of whether we’re talking about the seller or buyer, the effectiveness of the M&A process largely depends on the quality of the tool that supports document management, communication, and data security. A quality Virtual Data Room not only organizes files but also actively supports transaction participants at every stage, from preparation to finalization.

Below, we discuss features worth considering when choosing a solution.

Data security and encryption

Data security is the foundation of every VDR. Solutions like Fordata offer document encryption during transmission and storage, bank-grade security, and features such as:

• document watermarking (dynamic, user-assigned)
• access restrictions (e.g. no download, copy, or print options)
• immediate account blocking if necessary
• two-factor authentication

This ensures that even when analyzed by multiple investors at the same time, the information remains fully controlled.

Data redaction module (also with AI support)

For documents containing personal data, confidential information, or trade secrets, redaction is essential. Frodata’s VDR offers an AI-based automated data redaction feature that can detect and mask specific types of information (names, tax identification numbers, sensitive clauses). This accelerates documentation preparation and reduces the risk of disclosing confidential data.

AI document translation capabilities

Cross-border transactions often require rapid document translation. Selected VDRs, including Fordata, now integrate AI modules for automatic translation, allowing teams in different countries to work on the same dataset without having to outsource translations. This translates into smoother collaboration and faster response times.

24/7 availability and ease of scalability

Multiple users, varying time zones, and tight schedules are the daily reality of M&A processes. VDR runs online, without installation, and is accessible 24/7 from anywhere in the world. Furthermore, well-designed platforms scale easily, allowing you to add new users, expand your folder structure, or manage multiple parallel projects without sacrificing performance.

In the sale of Novago, one of the largest waste processing companies in Poland, the use of a Virtual Data Room played a key role in organizing and securing the M&A process. The buyer was China Everbright International, and the transaction was one of the largest investments by Chinese capital in Poland and one of the largest acquisitions in the environmental protection sector in Central and Eastern Europe.

The challenge was to securely share hundreds of documents with over 120 advisors working on both sides, located in Europe and Asia. Thanks to the Fordata VDR platform, the due diligence process was streamlined and fully centralized:

• documents were divided into logical areas (finance, taxes, environment, HR) and access to them was assigned selectively, depending on the user’s role
• advanced security features include watermarking, download restrictions, and logging of all activity
• the seller’s team had insight into which files generated the most interest, allowing them to prepare responses more quickly and drive the transaction narrative
• the entire process was handled remotely 24/7, without the need to organize physical meetings or send documents traditionally

The result? Due Diligence completion time was reduced by nearly 40% compared to previous, comparable processes. VDR not only streamlined the process but also raised the standard of cooperation between the parties and built trust in the quality of transaction preparation.

In M&A transactions, not only the subject of the process is crucial, but also how it is conducted. Modern transactions require precision, transparency, speed, and the highest standards of information security. In this context, a VDR becomes not only a technological tool but also a balance of power between the parties.

For sellers, it’s a tool that allows them to organize documentation, control access, build trust, and shorten the process. For buyers, it’s a source of knowledge, a space for analysis, and a platform for organizing teamwork. And for both parties? It’s the foundation on which to safely and effectively finalize a transaction.

Want to learn how VDR works in practice?

Contact us to book a demo session and see how Fordata VDR can support your transaction step by step.