Selection guide
Virtual data rooms are used for secure document sharing during M&A, fundraising, initial public offerings, due diligence, and other business activities. The M&M VDR market report states that the rapid digitization of business processes has driven the demand for secure document sharing solutions. In particular, the growing M&A activity in the tech and financial sectors highlights the need for efficient virtual data rooms to streamline complex deals.
The choice of the data room requires a thorough consideration of multiple factors. This guide covers key features to look for when choosing a VDR, including:
- Document security
- Access management
- Audit & reporting
- User experience
- Pricing
- Accessibility
Robust security is what differentiates a virtual data room from Google Drive or a physical data room. Grand View Research’s VDR market overview states that the need for secure data sharing across teams, partners, or during high-stakes deals like M&A is the main factor that drives the VDR market. Key security features that make VDRs indispensable parts of modern deals include:
- Dynamic watermarks – Automatically add user details (name, IP, download date) to documents to prevent unauthorized sharing.
- Document expiration – Allows revoking access to downloaded files at any time to prevent unwanted distribution of confidential data.
- Limited viewing mode – Blocks screen captures or unauthorized viewing in public spaces.
- 256-bit SSL encryption – It is an industry-standard encryption for data in transit and at rest.
- Access restrictions – Control who can view, edit, print, or download files.
- Data backup & virus scanning – Creates real-time backups and malware detection for uploaded files.
- Certifications (SOC 2, ISO 27001, SSAE 16) – Provide compliance with financial and data security regulations.
Not all users require the same level of access, but all access must be secure. With granular user permission functionalities, VDRs create an extra layer of accountability and prevent costly data breaches. The essential features are:
- Two-factor authentication (2FA) – Requires a password + mobile verification.
- Granular user permissions – Assigns access by user role or individual.
- Mobile device control – Secures access via iOS/Android apps.
When sharing sensitive files, transparency matters. Audit logs show user activity, like views, edits, and downloads. It makes it easier to spot suspicious behavior or prove compliance during audits. These features keep any project or deal on track:
- Comprehensive audit trails – Records every file view, download, or edit.
- Automated reports – Offers time-stamped logs for compliance.
- Document version control – Allows administrators to monitor the automatic saving of document settings.
Security shouldn’t come at the cost of usability. Modern VDRs successfully connect enterprise-grade protection with intuitive tools designed to accelerate workflows. Collaboration is more efficient with:
- Drag-and-drop uploading – Allows users to quickly add multiple files.
- Full-text search – Finds content within documents in seconds.
- Microsoft Office integration – Offers to edit files directly from the VDR.
- Q&A section – Provides centralized communication for stakeholders.
- Scroll-through document viewer – Makes it possible to navigate a folder by scrolling through the documents in it while leaving one document open.
Mobile-compatible VDRs streamline and speed up deals. Timing and accessibility During high-stake deals, timing and accessibility. When decision-makers can securely access and act on documents from anywhere, it shortens deal timelines and avoids costly delays. Accessibility features cover:
- Mobile compatibility – Provides access to the data room from any device, including smartphones and tablets.
- Mobile device interface – Allows users to easily access documents and other files in the virtual data room from their mobile devices.
- Multilingual support – Caters to a global audience with interfaces available in multiple languages.
- No plugin requirements – Allows access and viewing of documents without the need for additional software installations.
Data room providers offer multiple pricing models to cater to the needs of their clients. Usually, VDR costs vary depending on storage size, number of users, and project duration (e.g., M&A vs. long-term compliance storage). According to the IMARC group market research, subscription-based pricing is the most appealing option for businesses of all sizes as it eliminates upfront infrastructure expenditures. Here are some other popular VDR pricing models:
Per-page:
- Charges based on the number of pages uploaded.
- Best for small projects with a limited number of documents (e.g., small M&A, legal).
- Pros: Cost-effective for low-document volumes.
- Cons: Expensive for large datasets.
Per-user:
- Pricing scales with the number of usersю
- Best for controlled-access deals (e.g., due diligence, investor reporting).
- Pros: Predictable costs for teams.
- Cons: Costly for large teams or long projects.
Storage-based:
- Charges based on data storage
- Best for long-term compliance, document-heavy industries (e.g., healthcare, legal).
- Pros: Scalable for large files.
- Cons: Hidden costs if storage needs spike.
Flat-rate/project:
- Fixed fee per project.
- Best for one-time transactions (e.g., M&A, IPO, fundraising).
- Pros: No surprises; unlimited users/docs.
- Cons: Overkill for small projects.
Subscription (monthly/annual):
- Recurring fee.
- Best for long-term use (e.g., board communications, audits, compliance).
- Pros: Flexibility for growing needs.
- Cons: Higher upfront commitment.
Some providers offer industry-specific solutions for:
- Legal firms – secure client document sharing.
- Healthcare – HIPAA-compliant data storage.
- Finance – SSAE 16-certified M&A due diligence.
Since the global pandemic, virtual data rooms have become an essential part of M&A deals, initial public offerings, fundraising, and other business transactions. Robust security features set VDRs apart from other open storage solutions. However, when choosing a data room provider, businesses need to explore user-friendliness, mobile accessibility, and pricing aspects. In the end, a reliable virtual data room protects sensitive data, fits the deal type, and accelerates decision-making under pressure.
Here is a brief step-by-step guide on how to choose a VDR that will streamline the due diligence and facilitate collaboration between deal parties:
Step 1: Define the following data room requirements:
- Determine the deal type and scope. Is the data room for an M&A, IPO, fundraising, or legal due diligence?
- Assess how many internal and external users need access to the virtual data room.
- Evaluate data sensitivity needs. Do you require advanced encryption, compliance (GDPR, HIPAA, SOC 2), or AI-powered redaction?
Step 2. Prioritize security and compliance
- Look for end-to-end encryption, two-factor authentication (2FA), and dynamic watermarks.
- Check for compliance with ISO 27001, SOC 2, GDPR, or industry-specific regulations.
- Assess additional security features like remote device wipe, granular permissions, and audit logs.
Step 3. Evaluate data room usability and features
- Look for the user-friendly interface. Ideally, it should be simple and clear so that non-tech users can navigate it easily.
- Verify mobile accessibility through iOS/Android apps.
- Examine AI and automation capabilities. Advanced features like OCR, auto-indexing, or AI-based document analysis will streamline and speed up the document management.
- Confirm collaboration features like built-in chat, task assignments, and real-time notifications.
Step 4. Compare pricing models
Choose among the following options:
- The per-page pricing is suitable for small deals with limited documents.
- Flat monthly fees fit better for long-term projects with heavy usage.
- User-based pricing is ideal for large teams with multiple stakeholders.
- Custom pricing is usually discussed separately with a VDR representative.
Note: Watch out for hidden fees (setup, overage charges, support costs).
Step 5. Check customer support and the reputation of the data room provider
- Confirm availability of 24/7 support (preferably with live chat or phone).
- Read third-party reviews (G2, Capterra, TrustRadius).
- Ask for case studies or client references in your industry.
Step 6. Test the data room with a free trial
Most providers offer a 7-30 day free trial — use it to assess:
- Upload and organization speed.
- Ease of setting permissions.
- Mobile and desktop performance.
Step 7. Plan your exit strategy (optionally)
- Ensure data migration capabilities. Check if the provider allows users to easily export documents in standard formats (PDF, Excel, etc.)
- Check for data deletion functionalities. Does the provider allow permanent, compliant erasure of sensitive files?
- See if there are any vendor lock-in risks. Avoid providers that make it difficult to switch platforms later.
These steps may be adjusted depending on the timeframes, deal size, and organizational goals. In fact, there are other approaches to choosing a virtual data room. For example, one may take a feature-first path when the VDR is selected based on the very specific features. Usually, these features are related to security and access control (like HIPAA compliance for healthcare-related deals).
Another approach is use case-focused when companies choose a VDR based on the transaction type. For instance, M&A teams might go with a provider like Ideals, while startups raising capital might prefer more lightweight, cost-effective tools like DocSend.
Many companies rely on word-of-mouth or partner suggestions when making their choice. This referral-driven approach is still widespread among both big enterprises and startups, especially when speed matters and the stakes are high.
For many businesses, especially small teams, price can be a major factor when selecting a VDR. In this case, focus on affordable tools that offer essential features without bloated enterprise-level pricing. Many providers offer scalable pricing tiers or freemium plans to accommodate the needs of these businesses.
Regardless of the approach taken, the goal is always the same: to find a secure, reliable, and easy-to-use platform that meets the business needs. The right VDR can save countless hours, prevent costly security mishaps, and keep any deal or project moving forward without unnecessary friction and data security worries.