Create a virtual deal room (VDR)

A virtual deal room (VDR) is an online repository of shared files typically used to support the due diligence phase of a corporate transaction, such as a financing, merger or loan syndication. Collaborate includes key VDR features using the common platform.
To use Collaborate as a VDR, follow these steps to create and configure the site:
  1. The System Administrator will create a new site, giving the site an appropriate name and enabling the Files module, but disabling the People module.
  2. The System Administrator will then add a user and make them the Site Administrator, who can continue configuring the site.
  3. Put the site into Preparation mode, so no other users can view the site until it is ready.
  4. If appropriate, add the client's logo to the top-right of every page and enable other optional modules, like "Home" (which would likely become the default landing page and needs to be filled with content about the transaction) and "Activity".
  5. Make sure the site uses group-based security, which is the default.
  6. If the transaction will involve multiple parties who can access the site but who should not know about each other (like an auction), configure the site as a Bidder Site.
  7. If the site requires an extra level of security, add a site-level password and/or restrict the site to certain IP addresses.
  8. Enter the appropriate Terms & Conditions and enable them to appear either the first time a user logs in or every time (typically the latter).
  9. Choose the file security level so that permissions can be granted across the whole site, sub-folders, or individual files if required.
  10. Apply one of two digital rights management settings to the site, to restrict what regular users can do with the files they will have access to:
    1. Automatic PDF conversion and encryption with FileOpen plugin. This is more commonly used in corporate transactions and allows files to be downloaded but control over those files can be maintained and access withdrawn in the future.
    2. Online Viewer with DRM. With this setting, files cannot be downloaded to a user's computer.
  11. Consider enabling bulk downloading and the file index, if users need access to those features. Bulk downloading will not work if Preview DRM is enabled.
  12. Consider disabling commenting on the Files module, although bidder users will not have access to comments.
  13. Optionally, set up autonumbering for the files.
  14. If appropriate, choose to hide the name of the author of files, as the person who added the files may not be known to the site users. Also, it may be useful to hide version information and the last modified date for files.
  15. Create the required security groups. A group will be required for each combination of file permissions (e.g. internal users who see all files, first-stage bidders who can see just a few files, late-stage bidders who can see key files, etc.). More groups may be added as the VDR develops.
  16. Add all files and other content to the Files module, organising the files in folders.
  17. Once that is done, assign each security group appropriate permissions to the File content, typically at the folder level, but also at the file level if necessary. (By default all groups are given view access to all content.) Note that subfolders inherit security from their parent folders, so it may only be necessary to assign permissions at the parent folder level. Also provide access to any optional modules that had been enabled, like Home and Activity.
  18. Add all of the users to the site and assign each one to the appropriate security groups, but DO NOT send out invitations. Assign appropriate (if any) roles to the users. For example, certain users may want to view reports and audits of site activity, in which case they can be made Report Administrators.
  19. Indicate which organisations are bidder organisations and limit which users can be viewed in the People module. By flagging certain organisations as bidder organisations, they will not be viewable by members of other bidder organisations.
  20. Enable the People module to provide a list of non-bidder users to parties with access to the site.
  21. If there will be a need for parties to
    confidentially
    ask questions related to the transaction, enable the Q&A module and add the appropriate Q&A categories. Then determine which users will have which Q&A rights (ask, approve or respond, for example). Users in bidder organisations will be constrained to asking or approving questions.
  22. Put the site in Active mode so that users will be able to access the site.
  23. To ensure that users in different groups and organisations can see the appropriate content, ask a System Administrator to proxy login as certain representative users and adjust access rights as necessary.
  24. Send invitations to all site users who have not been invited previously.
Once the site is up and running, it may be necessary to add additional users, change access rights to certain content, run and share site audit reports, and manage the Q&A process. After the transaction is complete, the final files can be downloaded as a zip file and stored separately and the site archived by a System Administrator.

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