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Defining Due Diligence

Feb 18, 2010 - by Aaron Booth

Due Diligence has been streamlined with online data rooms

In the business world, Due Diligence refers to the act of investigating information related to people and businesses. This can be on a voluntary basis as in conducting a background check on a future employee, or it can be a legal requirement as in investigating the legal issues around a corporate takeover bid.  However, the most common type of Due Diligence performed in business typically relates to that which is performed in relation to a merger or acquisition (M&A).

The M&A process involves buyers and sellers of businesses connecting with other buyers and sellers to complete transactions that result in one business acquiring another or two business combining into one. For example, in a typical sell-side M&A deal, a seller put together a confidential information memorandum (CIM) and distributes that document to potential buyers.   When serious buyers are identified, letters of intent are signed and the seller shares additional information with the buyers.

This is the preliminary Due Diligence, and the point at which interested buyers investigate more detailed information to determine if they will submit a letter of intent to enter into a purchase and sale agreement and close the transaction. Once a final buyer has been identified, the real Due Diligence begins. It is at this point that the potential buy and seller have agreed to share all information related to the business so that the buyer can investigate the financial statements, tax returns, inventory, fixed assets etc. in an effort to verify their understanding of the state of the business and to finalize a purchase price. In some instances, Due Diligence has been described as a process in which buyers look for reasons to reduce their risk and lower the purchase price prior to the close of a transaction.

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Digital Rights Management for Secure Document Sharing

Apr 8, 2010 - by Aaron Booth

Digital Rights Management for Secure Financial Transactions

Digital Rights Management, commonly known as DRM, refers to the ability to protect various types of electronic media.   In recent years, DRM technology has become topical because of its role in protecting digital music and movies that make their way online. However, DRM also plays an important role in the financial transaction world offering security to those who share documents online in Virtual Data Rooms.

Most documents that are uploaded to Virtual Data Rooms are scanned into a PDF format, limiting others’ abilities to change files once uploaded and typically reducing file size. Once in PDF format, the documents are readable by a number of different PDF viewing programs, such as the Adobe Reader.

Many “read” programs provide sharing documents with options for applying DRM protection; once implemented, restriction is based on the level of protection applied. The most commonly used DRM protection settings in Virtual Deal Rooms are any combination of blocking print screen, disabling the printing function, prohibiting saving, or adding a dynamic watermark to each page of a document. If DRM is applied to the document, the document is only readable if the user is on the internet.

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Life Sciences: Highly Confidential Intellectual Property and Virtual Data Rooms

May 13, 2010 - by Joel Lessem

It Takes Years, Even Decades, to Take a Drug from Idea to Market

Many Firmex clients are Life Sciences firms developing new therapeutic medicines.  What amazes me about this industry is the time horizon of 15+ years to take a drug from idea to market, costing millions, even billions of dollars. There are 3000-4000 early-stage research-driven firms funded by public markets or venture-capital that take on the technology risk of trying to develop new drug pipeline.

The process to take a new drug through pre-clinical and clinical trials is extensive. Through the process, Life Sciences firms develop new chemical molecules.  The structure of these molecules and their development are potentially worth astronomical amounts of money.  Therefore, the exhaustive trials have to be guarded and kept highly confidential.

In the clinical development process, elements of the firm’s intellectual property (IP) are often shared with scientific consultants, investors and ethics committees from clinical trial sites or jurisdictions.  Additionally, the IP is often reviewed by larger pharmaceutical firms seeking to either license, co-develop or buy the IP from the research based firms.

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