Due Diligence for Restructuring & Turnarounds Transactions

Strategic companies frequently evaluate their performance and organizational structure to identify opportunities for improvement. An evaluation can focus on one or multiple business units. The goals of the evaluation are to maximize profit and/or liquidity, and to adjust to changing and challenging competitive business conditions.

Among the conditions that trigger a restructuring or turnaround:

Change of ownership or structure
Debt or financial restructuring
Divestitures
Spin-offs
Asset sales
De-mergers
Buyouts
Carve-outs

Restructuring and Turnaround Due Diligence

Due diligence is the formal process of evaluating a company’s performance, which often requires collaboration between analysts, accountants, lawyers, and other third parties. Since due diligence involves sharing confidential documents, security must be a primary concern. Information leaks are a competitive liability that must be prevented.

Another maxim of restructuring and turnaround due diligence is that timing is of the essence. While the process is often difficult and time-consuming, it is essential to meet deadlines to maximize asset value and business performance.

What’s needed is a secure document sharing and collaboration environment that protects both archival and work-in-progress confidential documents, and software that makes it easy to organize, view, access, co-author and organize documents, with very strict administrative controls over who can do what with each document.

ShareVault is the field-tested solution.

ShareVault is used around the world to facilitate secure document sharing for a wide variety of restructuring scenarios. Our secure document management solution includes both a virtual data room (VDR) and a secure collaboration environment. They let you protect archived confidential documents as well as work-in-progress documents as they are co-authored in the cloud, by multiple internal and external collaborators.

ShareVault provides fast and intuitive organization of documents with password-protected control over access; a comprehensive audit trail for accountability and advanced analytics giving you the visibility to see precisely what each user did with the documents they viewed.

ShareVault has facilitated tens of billions of dollars in restructurings, turnarounds, and merger and acquisition deals. With a track record of more than 15 years of success, ShareVault has become the go-to solution for due diligence. Our goal is clear: Let our clients Focus on the Deal. Not on the Software.

Below are recommendations for selecting the ideal software solution for your restructuring or turnaround deal.

When you no longer want someone to have access to your documents, ShareVault allows you to "remotely shred" them.

By revoking a user's permission to open a sensitive document, you can prevent the user from viewing it, even if it has already downloaded and opened on a computer or device. ShareVault protects all of your files with AES-256 bit encryption, so if a potential buyer backs out of the deal (or you cut them out of the deal), they no longer have access to any of the confidential information relating to your company. No clunky plug-ins are required for this capability, avoiding the frustration that users would experience and preventing slow downs in the document review process.

Companies who are exploring restructuring and turnaround options choose ShareVault because it is easy to use, both for the administrator and the end user.

Ease of use is a crucial feature of restructuring due diligence software. If the software is difficult to use, mistakes are more likely to be made, and admin users will complain about the time it takes to set the software up and to use it. In addition, your end users will have a difficult time finding what they need, causing them to spend less time viewing the documents you want them to see. ShareVault is feature-rich, highly secure, and powerful, but it is also intuitive and user-friendly, which is a rare combination for restructuring due diligence software.

With ShareVault, you can easily stage documents in your restructuring deal to provide gradual access to them as their confidentiality increases.

Quickly update the permissions for different users or groups in order to allow them greater access to more confidential documents as they gain your trust. You can thus quickly change permissions for a whole group as they move along in the restructuring deal process. Plus, ShareVault enables you to specify whether or not users have the right to print, save, copy/paste text, do a screen-capture, or access the original document, for example, a spreadsheet. You can also easily apply a watermark on each page to maximize security, so that users cannot take photos of their screen and distribute them without evidence of their source.

Quickly set an expiration date for any document or group of documents (organized by tag).

By setting an expiration date for any viewing policy in ShareVault, your users are motivated to view documents more promptly. You can also automatically enforce deadlines associated with your restructuring due diligence process, and move along in your timeline more quickly. The expiration date also ensures that you're covered in case you forget to revoke access to a user, so that he or she will no longer be able to view the documents after that date.

With page-level user tracking and reporting, ShareVault helps you identify those who are most interested in your documents.

ShareVault gives you a detailed audit trail showing which users and groups have viewed your confidential documents in the restructuring and turnaround due diligence processes. By filtering the activity by date/time, activity, group, user or tag, you have valuable information about which party is interested in which aspects of your business. This also enables you to prepare for any questions that a third party may have about your business. Moreover, quickly filter activity on a graphical timeline and with a scrollable list of events, in order to obtain detailed metrics that are invaluable for assessing the progress of due diligence.

Two-factor authentication and single sign-on provide added security and convenience.

With two-step verification (also known as two-factor authentication), you have added security because the users must enter a secure code upon login (delivered by text message to the user's phone or via the Google Authenticator app). You have greater trust that your documents are secure, even when you are sharing them with users who aren't as concerned about their security as you are. Also, ShareVault automatically logs users out after a certain amount of idle time, and when they log back in, they are conveniently placed in the same location in the data room when they were logged off, which saves time and frustration.

For maximum document security during restructuring talks, ShareVault automatically converts all of your files to PDF.

When you uploaded your confidential restructuring or turnaround documents, ShareVault will automatically convert these documents to the PDF format (unless you choose not to do so). That way, ShareVault ensures that your confidential documents cannot be altered by a third party. You can also choose whether you want to allow end users to access the original document or only allow them to view the protected PDF. For example, more trusted groups can access the original Excel file, while others who haven't yet gained your trust can only see the PDF version.

By seamlessly synchronizing with DocuSign and other web-based applications, ShareVault securely integrates into your existing infrastructure.

Without leaving your secure ShareVault, restructuring and turnaround documents can be sent out for signatures using DocuSign. In addition, easily integrate with Box, DropBox, SharePoint, and Microsoft 365. For example, you can update documents in a certain directory in DropBox, and your end users will then see the updates in your ShareVault (thus, you don't also have to upload the revised documents to ShareVault). Within your secure ShareVault, you can use all of the powerful DocuSign features, such as email alerts, signature placements, form fields, template design, and the eSignature workflow flexibility.

Use the Q&A section to route users' questions securely to the subject matter expert for answers.

Your end users can easily ask private questions about the restructuring-related documents in your ShareVault, and you can route these question to Q&A Moderators, who will be notified whenever your users ask questions. Moderators can forward questions to appropriate subject matter experts, and then approve or reject the response before replying to the end user. The moderator(s) can decide to share questions and answers with other users, or just with the one who asked the question. Of course, this method prevents the accidental leakage of confidential information that occurs if questions are answered via email.

Easily confirm that user and group permissions are set correctly by using the ShareVault "View As" feature.

Mistakes are easily made, even when using the best document sharing software tools in the restructuring process. That's why we have made it easy to double-check that certain users and groups cannot see confidential information that is stored in your ShareVault. Using ShareVault's "View As" feature, you can view the documents in your ShareVault as if you were a certain user, giving you more confidence that permissions are set correctly, and that a user or group can't see information they shouldn't be able to see.

DOCUMENT SHARING FOR RESTRUCTURING AND TURNAROUND DUE DILIGENCE

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