Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Data room definition

What does Data room mean? In practice, a data room is the physical or, more commonly, virtual space created by a seller to make available legal, commercial and financial information on a target company or business for buyer due diligence and disclosure in a share sale or asset sale, including auction processes. The term is descriptive and not defined by legislation or case law; usage and market practice are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. A physical data room (PDR) is a room at the seller’s solicitors’ or financial advisers’ offices containing the documents, often replicated across jurisdictions...

Data rooms in UK private M&A: VDR vs PDR, due diligence workflows, set-up and organisation, confidentiality measures and data room rules for share and asset purchases

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note

This Practice Note, relevant to both Share purchase and asset purchase deals, sets out:

the distinctions between a physical Data room (a dedicated location containing hard copy materials) (PDR) and a virtual data room (an online Repository to which documents are uploaded) (VDR), together with the considerations in deciding which option to adopt
a synopsis of the key organisational matters for the seller and the seller’s team of advisers when creating a data room, including how to determine what to include and how best to structure the data room
the documentation to be prepared by the seller/seller’s advisers and executed by those given access to the data room (namely a Confidentiality agreement and data room rules)

Although procedures will differ depending on whether a PDR or a VDR is used, the underlying purpose for establishing a data room is identical in both scenarios. It is also crucial for the seller to identify suitable senior personnel within its or the target’s organisation to supply documents to its advisers for inclusion in the data room...

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Web page updated on 21/05/2026

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