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The STRATON Data Room

A virtual data room is not a better file store. It is a controlled procedure: who sees which document, from when, for how long, and what of that remains documented in a traceable way. This page describes what our platform does and how it is used in acquisitions, in sales and in the ongoing management of property holdings.

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Fundamentals

What a virtual data room is – and what it is not

A virtual data room is a web application in which the documents relating to a property, a portfolio or a company are filed according to a fixed system and released individually. Access is not granted via a link but through a permissions concept: per user, per group, per folder, per document. Viewing, downloading and printing are separate permissions. Every action is logged with a time stamp and user ID.

General file stores and collaboration platforms are built for day-to-day working within your own organisation. They solve the task of keeping files in sync and editing them jointly. A transaction imposes different requirements: several external parties work on the same body of documents at the same time, they must not see the same material, they should not see one another, and the process must still be capable of reconstruction after completion. In a general file store, these requirements can only be reproduced by means of workarounds: separate folder trees, copies for each bidder, sharing links sent by email. Such arrangements rarely hold up until the contract is concluded.

The practical difference shows itself in four places. First, verifiability: once a contract has been concluded, the question regularly arises as to which document was visible to whom and when. The data room answers it from the activity log; a shared folder does not. Second, permissions: in a bidding process the parties receive a different scope in phase 1 than in phase 2, and individual documents – tenant data containing personal data, for example – are only opened later or in a redacted version. Third, Q&A: questions from the other side do not belong in email distribution lists but in a managed process with defined responsibility, a deadline and a documented answer. Fourth, disclosure control: the on-screen view and PDF outputs carry a watermark with the user ID, so that it remains identifiable from whose access a document originates.

There is also the point on which our offering differs from providers of software alone: we supply not only the application, but the structure and the support that go with it. The index follows a data room system that is standard in the real estate industry and is set up by us ourselves – drawing on more than 20 years of practice in fund, portfolio and transaction management as well as in valuation. You do not receive an empty folder tree with access credentials, but a prepared data room, a list of the missing documents and a fixed contact person for the duration of the process.

Boundaries

General file storage and data room compared

Both tools are useful – for different tasks. The comparison describes the typical range of functions of a general file storage system, not a specific product. The actual range depends on the system used, the licence and the configuration.

RequirementGeneral file storageSTRATON Datenraum
Intended useOngoing collaboration within your own team, joint editing of filesA time-limited process with several external counterparties, or permanent filing for the portfolio held
Allocation of permissionsDesigned for collaborative editing; permissions have to be maintained individually per folder and userA role for each user and group, allocated down to document level; viewing, downloading and printing are separate rights
Multiple counterpartiesPermissions have to be maintained individually for each folder and user; there is no group and phase concept for competing counterpartiesBidder groups are separated from one another and cannot see each other in the data room; each group has its own release status
Phase controlManual moving and re-releasingRelease of entire chapters on a cut-off date, for example opening phase 2 once the indicative offers have been received
Evidence of inspectionLogs available depending on the system and licence, as a rule prepared for administration and not for handover to third partiesContinuous activity log with time stamp, user and action, exportable as PDF and CSV
Disclosure controlUser-specific marking of files issued is not the standard caseWatermark with user ID and time stamp on the screen view and the PDF output; viewing without a download right is possible
Questions from the other sideEmail, chat, telephone; answers are spread across several mailboxesQ&A module with categories, the responsible handler, deadline, release and uniform publication
StructureThe folder structure emerges in use; every party files documents as they are accustomed toPrepared index following the standard market data room classification, tailored to the property type and the transaction type and kept up to date
FindabilitySearch scope varies according to the system and the configuration; the search is not tied to the released documentsFull-text search across the entire body of documents released to the user; scans are made searchable by OCR
Closing and handoverFolders are copied, renamed or deleted; the status at a particular point in time is difficult to evidence laterClosing archive with the document holdings, the index, the Q&A trail and the log, signed and with verifiable checksums
Operation and data protectionVaries according to provider and operating model; for services from third countries, the data protection assessment has to be carried out separatelyOur own platform on our own infrastructure in a data centre in Germany, processing on behalf of a controller under Article 28 GDPR
Functions

What the platform can do

The functions fall into four areas: build and population with documents, access and protection, collaboration during the process, and evidence and conclusion.

Index based on real estate logic

The folder tree follows a data room system customary in the real estate industry: property and legal matters (extracts from the Grundbuch (land register), easements, Baulasten (public-law building encumbrances) – where maintained in the federal state concerned, in Bavaria as an easement in the Grundbuch, Teilungserklärung (declaration of division) and by-laws of the owners' association, Erbbaurecht agreement), construction and technical matters, letting, property management, insurance, tax, corporate matters in a share deal, financing (loan agreements, Grundschulden (land charges), release of encumbrances, change of control), ESG and energy, and valuation. Tailored to the property type, asset deal or share deal, single property or portfolio.

Bulk upload

Entire directories and ZIP archives are imported in a single operation and retain their structure. Existing filing systems from property management or accounting can be taken over instead of being re-sorted file by file.

Full-text search with OCR

Scanned contracts, official notices and plans are indexed using optical character recognition (OCR) and are searchable thereafter. The search covers the entire body of documents released to the user, not just file names.

Index export

The complete directory tree can be exported as a table – with path, document number, file name, version date and release status. This list is the customary basis for schedules of annexes and annexes to the purchase agreement.

Completeness overview

For each chapter, a record is kept of which document is available, which has been requested and which is missing. For portfolios, this takes the form of a matrix of property against document class. This makes it clear at any time where the holdings are not yet ready for the market.

Roles and permissions concept

Permissions are allocated per data room, folder and document on a need-to-know basis. Viewing, downloading and printing can be controlled separately. Users can be combined into groups that receive the same view.

Bidder groups and phases

Each counterparty forms its own group. The groups cannot see one another in the data room; the data room does not disclose who else is involved in the process. Additional chapters are opened either for all groups at once or specifically for individual groups.

Access only after a confidentiality agreement

Access is only enabled once the signed confidentiality agreement is available; it is recorded for each user. The joining of further team members is documented. Access is blocked when the process ends, and deletion is confirmed.

Watermarks

On-screen display and PDF output carry a dynamic watermark with user ID and time stamp. Confidential documents can be restricted to viewing only, without the right to download. Files that are required in their original format – the tenancy schedule as a spreadsheet, for example – are released separately, individually and with a log entry.

Two-factor authentication

Log-in with a second factor is available for all accounts and is mandatory for accounts with administrative permissions. Access can be time-limited and withdrawn immediately at any time.

Encryption

Data is transmitted in encrypted form via TLS. Data at rest is stored encrypted. The methods used are set out in the data processing agreement and disclosed on request.

Operation in Germany

Our own platform on our own infrastructure in a data centre in Germany. No US cloud, no processing in third countries. The data processing agreement under Article 28 GDPR is concluded before the first upload.

Q&A module

Questions from counterparties run through a managed process: category, responsibility, deadline, release, publication. Answers are filed with a reference to the document concerned and remain part of the record of the process.

Deadlines and time limits

Access rights, releases and individual documents can be given an expiry date. Q&A deadlines are stored for each phase. Participants are notified of new documents and outstanding items.

Activity log

Every login, every view, every download, every upload and every change of permissions is recorded with a time stamp and user ID. The log is maintained continuously and cannot be altered through the application.

Analyses

Analyses show which group examined which chapters and how intensively, and where questions arise. For the sell side this is an early indicator of which topics will feature in the purchase price negotiations.

Data room archive

At the end of the process we produce a signed archive that can be read offline, containing the document holdings, the index, the Q&A trail and the log. It goes to the group of recipients you designate; the scope is determined for each recipient.

Operation

Operation, data protection and supplier review

We operate the application ourselves. No US cloud is used, and no processing takes place in third countries. The data processing agreement pursuant to Article 28 GDPR is concluded before the first upload. You receive a description of the technical and organisational measures; we disclose the procedures used on request.

The platform is operated as processing on behalf of a controller pursuant to Article 28 GDPR. The advisory and structuring services – building the index, editorial work on the Q&A, preparing redactions, status reports – are contractually separated from this. The roles are expressly allocated in the agreement so that your data protection department finds a clear delineation.

For regulated clients we provide the contractual building blocks that their outsourcing and service provider management requires: rights to information and audit rights for the client, internal audit, the auditor and the supervisory authority, the details needed for the register of information, and an orderly exit with full return of data. The regulatory classification of the service is made by your institution; we supply the information required for it.

We are a small, specialised team. That means fixed contact persons throughout the entire term, short lines of communication for queries and no changing case handlers during the process. It also means that we agree scope and dates with you in advance.

  • Own platform, own operation, data centre in Germany
  • Data processing agreement pursuant to Article 28 GDPR before the first upload
  • Description of the technical and organisational measures for supplier vetting
  • Contractual separation of platform operation and specialist advisory services
  • Information and audit rights for the client, internal audit, the auditor and the supervisory authority
  • Details for the register of information and an orderly exit with return of data
  • Dedicated contact persons with no change of personnel during the process
Permissions

Roles and permissions in detail

Permissions are not granted across the board but by role and per folder. Five roles cover the usual processes; further roles can be created, for example for lending banks or technical advisers on the buy side.

Administrator

Technical responsibility for the data room. This role lies with us and, on request, additionally with a person from your organisation.

  • Sees the complete set of documents including chapters not yet released
  • Creates users, groups and roles, withdraws access and sets time limits on it
  • Defines the index, release states and phases, and carries out bulk releases
  • Activates watermarks, download restrictions and expiry dates
  • Retrieves the full activity log and exports it
  • Can replace documents and update version status; all interventions are logged

Project management, sell-side

The party running the process: owner, asset manager, M&A adviser or insolvency administrator.

  • Sees the complete released set of documents and the status of the open points
  • Uploads documents and assigns them to the index
  • Decides which bidder group receives which chapter and which phase
  • Responsible for the Q&A release: which answer goes to whom and in which version
  • Sees analyses of how intensively each individual group is reviewing
  • Releases new users on the other side, usually after documented accession to the confidentiality agreement

Bidder and purchaser side

The reviewing party. Each group receives its own access, sealed off from the other groups.

  • Sees only the chapters released for their group and phase
  • Sees neither the other groups nor their access in the data room; the identity of the other bidders and their advisers remains concealed
  • Can view documents; downloading and printing are released separately, and sensitive documents remain restricted to viewing
  • Asks questions via the Q&A module with reference to the specific document
  • May propose their own team members for release; these are set up once they have acceded to the confidentiality agreement and been confirmed by the seller side
  • Receives notifications of new documents and answered questions

Advisers and experts

Lawyers, tax advisers, technical advisers, valuation experts and financing banks – on both sides.

  • Receive access only to their specialist chapter, such as legal, tax, technical or ESG
  • Can be assigned to the group they act for and share that group's view
  • In the role of subject-matter specialist, they answer the Q&A items assigned to them without publishing them themselves
  • Work as a rule without download rights; an export is possible subject to release
  • Access is limited to the duration of the engagement and expires automatically

Depositary, valuers and auditors

The recurring audit roles in regulated portfolios, for example with Immobilien-Sondervermögen (German real estate funds) and with insurers and Versorgungswerke (professional pension schemes).

  • Permanent read access to the chapters required for the respective review
  • Depositary: access to ownership, legal and acquisition documents for its review and consent under Sections 83, 84 KAGB
  • External valuers: cut-off date positions on demand for acquisition and ongoing valuation under Sections 216, 231 KAGB
  • Auditor: access to the audited chapters with a traceable status as at the balance sheet date
  • Access is logged and can be exported as evidence
  • As a rule without download rights; exports are released individually
Fields of application

Acquisition, sale, portfolio holding and realisation of assets

The data room is not used only in a sale. Build, roles and term differ according to the task.

On an acquisition

A separate buy-side data room alongside the sell side's data room.

  • Filing of the review reports on legal, tax, technical and valuation matters in one place
  • Comparison of the documents received against our own index, open points are tracked
  • Preparation for the investment submission and the committee resolution, including the schedule of annexes
  • Access for the financing bank and external advisers, in each case limited to their chapter
  • Transfer of the seller's holdings and of the closing archive into your own filing after completion

On a sale

The classic transaction data room for a structured bidding process.

  • Prepared index, population with documents and list of missing documents before the approach to the market
  • Separate bidder groups, each with its own release status per phase
  • A managed Q&A process with responsibility, deadline and uniform publication
  • Analyses of review intensity as an indication of forthcoming negotiation topics
  • Frozen status of the process at signing and archive after completion

In ongoing holdings management

The permanent property filing system for owners, fund managers and asset managers.

  • Continuously maintained property filing following the same system as in a transaction
  • Access for the property manager, valuer, depositary and auditor, in each case limited
  • Cut-off date snapshots on request, with logged access as evidence
  • Ongoing completeness maintenance, so that a later sale starts without rework
  • Handover to a new property manager or asset manager with no break in the filing

In the realisation of assets from insolvency

Realisation of assets by the insolvency administrator, frequently where the debtor's documentation is incomplete.

  • The log evidences that all bidders had the same level of information at the same point in time
  • The index is supplemented by insolvency estate and security documents
  • Where the holdings are incomplete, we document which document is missing and what enquiries have been made
  • Coordination with mortgagees holding a right to separate satisfaction, via their own limited access
  • The trail can be output as a self-contained report for the creditors' committee and the court
Procedure

The Q&A process in the bidding process

Every question is submitted in the data room and carries a reference to the document or chapter concerned. The person asking selects a category – legal, technical, commercial, tax and ESG are the usual ones. The category determines who receives the question for handling. A question on a lease therefore goes straight to the lawyer, and a question on the maintenance backlog or the maintenance reserve to the asset manager, without the project management having to make each assignment by hand.

Every question has a person handling it and a deadline. The answer is drafted in the system, reviewed by the seller's project management and only then released. Until release, the questioner sees only the status. This means that no information goes out before it has been reviewed on the merits – one of the typical sources of error in a bidding process.

There are two routes for publication. Questions of general interest are published together with the answer to all bidder groups so that all of them have the same level of information; the questioner is not named. Questions that reveal a negotiating strategy are answered to the questioner alone. Which route applies is decided by the seller's side in each individual case; the decision is logged as well.

At the end there is a complete Q&A report: all questions, all released answers, the date, the person handling the question, the group of recipients and any documents supplied subsequently. Together with the document index, this report records the level of information on which the negotiations were based. It remains in full with the seller's side; each bidder group receives its own trail together with the answers published generally.

  • Every question is linked to the document concerned
  • The category controls assignment to the person responsible for that subject area
  • Every question is given a deadline; overdue items are visible at a glance
  • Documents submitted subsequently are attached to the answer and at the same time filed into the index
  • Q&A deadlines are set for each phase and closed when the phase ends
  • Status overview by category, person responsible and group for the project management
Completion

From signing to completion

At signing, the state of the process is frozen. This records which documents were available to the parties when the contract was concluded. Nothing in that state is changed thereafter: no new documents, no replacements, no changes to permissions.

In addition, we set up a separate completion area. There, the conditions for the purchase price to fall due are kept as a list to be worked through, with responsibility and status for each item. Access is granted to the parties responsible for carrying out completion: buyer, seller, notary and the financing banks on both sides, in each case limited to the scope required for them.

Once completion has taken place, the completion documents are transferred into the archive. The frozen state of the process and the completion section remain separately identifiable, so that it can later be traced what was available at the time the contract was concluded and what was only added afterwards.

  • Consents to cancellation of charges and releases from encumbrances by the mortgage creditors
  • Registration of the Auflassungsvormerkung (priority notice of conveyance) and evidence of the ranking of entries
  • Consent of the property manager under Section 12 WEG, where required
  • Negative clearance certificate regarding the municipal pre-emption right under Sections 24 et seq. BauGB
  • Consent of the grantor of the Erbbaurecht (heritable building right) and change-of-control consents from the banks
  • The notary's notice that the purchase price is due and evidence of payment
  • Tenant notification, transfer of rent securities and handover records
  • Transfer of the completion documents into the archive after completion
Closing

Data room archive and handover

From the state of proceedings frozen at signing and the completion documents taken over after completion, we produce the archive – a self-contained package that is readable without our platform and without an internet connection. It replaces the handover on DVD or USB media that used to be customary.

The archive contains the document holdings in their original file formats, the index as a table and as a navigable directory, the Q&A trail with all attachments as well as the release and access log. A checksum is generated for every file, and the package as a whole is signed. Anyone reviewing the holdings later can use this to establish whether a file has subsequently been altered.

We hand over the archive to the group of recipients you designate, and the scope is determined for each recipient. The purchaser receives the set of documents released to it together with the index, its own Q&A trail and the release and access log relating to it. The complete log covering all groups and the cross-group Q&A trail remain with the seller's side. The confidentiality undertakings given to the unsuccessful bidders are thereby preserved.

The value lies in traceability. The log shows which user opened or downloaded which document and when, and from what point a chapter was released to a group. In a later dispute about the state of information, that is a factual basis both sides can refer to. Whether disclosure or documentation duties are satisfied in an individual case is for your legal advisers to assess – the archive supplies the factual basis, not a legal assessment.

The handover takes place as an encrypted download or on physical media. In parallel, we retain the archive on our own infrastructure for a period agreed with you. Once that period has expired, the holdings are deleted; you receive written confirmation of the deletion. Retention obligations under commercial and tax law for the original documents remain unaffected and stay with you.

  • The recipients and the scope for each recipient are determined before generation
  • Overview of the users, groups and the permissions granted to each, for the sell side
  • Handover as an encrypted download or on physical media
  • Retention with us for the agreed period, followed by deletion with written confirmation
  • On request an additional copy for the notary's office and for the financing bank
Questions

Frequently asked questions about the data room

Can we populate and administer the data room ourselves?

Yes. You can run the data room entirely yourself, in which case we provide only the platform and the access rights. The usual route is a mixed model: we set up the index and the permissions structure, load the core holdings and run the Q&A, while your team uploads subsequent deliveries itself. Which division of tasks makes sense depends on how much of your own capacity is available during the process.

How long does it take for a data room to be ready for use?

The empty data room with its index and permissions structure is available at short notice. The time-critical part is populating it with documents. That depends on how complete and how well ordered the existing set is. If the documents are scattered across property management, accounting and technical services, gathering them is the longer path, not uploading them. We recommend beginning the build well before the approach to the market, so that missing documents can still be procured and do not come to light during due diligence.

What happens to the data once the process has ended?

After the end of the contract we delete your data within the period agreed in the data processing agreement; backup copies expire thereafter. Before deletion you receive a complete export or the closing archive. On request we continue to hold the archive for an agreed period. We confirm the deletion in writing.

How do you handle tenant data and other documents containing personal data?

Documents containing personal data, in particular tenant files and residential leases, are as a rule not disclosed in the first phase. They are made available in pseudonymised or redacted form. Release in unredacted form only takes place in the later phase, provided there is a basis for it. We prepare the redaction and point out where, in our view, clarification is required. The decision on the extent and timing of disclosure is taken by the seller side together with its advisers; we do not provide legal advice.

Can you take over an existing data room from another provider?

Yes. We take over handed-over document holdings or archives, reconcile them against our index and make them available in the new structure. This regularly produces a list of gaps and duplicate filings that were not visible in the previous set-up. The Q&A trail of a completed process is taken over as a document where it is available.

What does a data room cost?

The price depends on the size of the portfolio, the number of groups and the term, and on the share of the support we take on. We calculate on a project-by-project basis; price on request. For portfolio data rooms in permanent use we agree a recurring fee.

STRATON Datenraum

Your data room is ready within a few days

Tell us the occasion, the size of the property or portfolio and the timetable. You will receive a response and a fixed-price offer within one working day – without obligation.

Submit an enquiry +49 (0)8123 88 300 10
Reply within one working day Operated in a data centre in Germany A data processing agreement for every data room Confidentiality, NDA on request