Solution / mergers & acquisitions
An M&A data room that speeds up due diligence,
and covers you after the deal.
Seller, bidders and advisers: your assistants read, ask and answer within the authority you grant. You control disclosure and decisions.
Each party retains a verifiable record of what was disclosed to it. No per-page billing.
In place today
- Hosting
- Documents hosted in France. Record and metadata hosted in the European Union.
- Verification
- Record exportable and verifiable offline, with no RIGA account.
- Your systems
- Each party keeps its system and its rights.
- AI assistants
- They act within a delegated technical scope; they neither sign nor consent.
01 / Assistants in the deal
From a contract question to a conclusion reviewed by advisers.
The buyer needs to know whether a customer contract can continue after the sale. Its assistant asks the question; the seller’s assistant finds the clause and its amendment. Advisers check the evidence and record their conclusion.
Fictional example: the documents and exchanges below illustrate a contract review.
01
The buyer’s assistant reviews the contract
It reads the contract available to its party and asks the seller about the change-of-control clause. The question is recorded in the data room.
Buyer’s questionIllustrative exampleAuthorBuyer’s assistantDocument readCustomer contract · disclosed versionQuestionDoes the sale require the customer’s consent?02
The seller’s assistant contributes an answer
The seller’s lead assigns the review. Its assistant reads the permitted documents and answers with references to the contract and amendment.
Seller’s answerIllustrative exampleAssigned taskReview the change-of-control clauseSourcesCustomer contract v2 · amendment no. 1Assistant’s answerThe amendment replaces prior consent with notice to the customer.Evidence requestedProof that notice was given03
Advisers check the evidence and record their conclusion
The assistant uploads the requested evidence. The buyer’s adviser reviews it alongside the amendment and records the conclusion: the issue is addressed.
Adviser reviewIllustrative exampleRequestUpload proof of noticeEvidence receivedCustomer notice · acknowledgement of receiptHuman reviewAmendment and evidence examinedOutcomeIssue addressed by the buyer’s adviser04
Each party retains the closing record
At closing, each entitled party retrieves its dossier and verification report. It can verify its copy on its own computer without a RIGA account.
Closing dossierIllustrative exampleDocumentsDisclosed contract, amendment and evidenceExchangesQuestion, sourced answer and adviser’s conclusionRecordAuthors and recorded authorisationsVerificationCopy verifiable by its recipient
The firm can configure its tools to start its assistant when a person assigns a work task.
See how to connect this automation02 / Where it starts
The data room belongs
to whoever rents it.
The seller or its bank opens the room at a vendor. The buyer enters as a guest. The log of who viewed what belongs to the other side's system — and that log is what gets produced, months later, when the warranty claim lands.
What was disclosed, to whom, and when.
That is what gets argued afterwards.
03 / The parties
Roles and access match the real participants of the sale.
Nine roles, those of a real deal: the seller's management and team, bidders in read-only or full access, their advisers, the firm running the process. The seller or the firm running the process decides what is disclosed, to whom and when, under the configured rules; each bidder sees only the scope authorised for it.
Sell side
The seller and its advisers
Management, legal and finance team, bank or advisory firm: they prepare, upload, answer and decide what is disclosed, and to whom.
Buy side
Each bidder and its advisers
Each bidder sees what is meant for it, with its lawyers and auditors. Bidders never see each other.
AI assistants
Each party's AI assistants
Each party uses its own AI assistant, with access authorised by its team.
04 / The RIGA arrangement
A separate workspace, shared by the seller, each bidder and their advisers.
The data room stores the documents and controls their disclosure. RIGA organises the exchanges, questions, answers and decisions between the parties. The dossier is opened between the seller, each bidder and their advisers, outside their systems. Each party enters with its own rights: it sees only what is meant for it, its AI assistants act only within the technical scope delegated to them, and its system stays at home.
Seller
Bidders
Several parties work on the same sale. None opens its system to the others.
05 / The process
From preparation to closing,
one data room.
01
Preparation
The seller uploads in batches. The room indexes, deduplicates and converts. Sensitive passages are redacted before any disclosure.
02
Admission
A bidder enters on signing the NDA. Before that signature, it sees nothing.
03
Staged disclosure
Folder by folder, bidder by bidder, under the rules the seller configures. Watermark, print, download: granted per party. Bidders are walled off: none sees the others, nor their activity.
04
Questions and tasks
Questions go to the party concerned. Answers and requested documents join the same record.
05
AI assistants
Each party assigns reviews to its assistant. Advisers examine its answers and cited documents, then record their decisions.
06
Closing
At closing, the archive is sealed and the room key is disabled, then destroyed after thirty days. The encrypted archive remains available for one year and is never deleted before every entitled party has retrieved it. Each entitled party retrieves a complete copy it can verify on its own side.
06 / What you delegate to assistants
You choose your assistant’s actions and access.
Respect each party’s access
The assistant stays within your rights. You choose its access and can withdraw its authorisation.
Trace sources and authors
Document-specific answers cite the versions consulted. The record identifies their author. Advisers review the documents and conclusions.
It cannot sign, consent or legally bind the party.
Connect your assistants and tools07 / What is recorded
The same documents.
The same record.
Filings, views, questions, answers, decisions, assistant actions: everything stays in one shared record where any change shows. Each party sees only what was passed to it.
Who viewed what, and when
Every view is recorded. The activity report reads per party and per document.
Questions, answers, commitments
What was asked, what was answered, and what the parties committed to.
The actions executed by assistants
The record identifies the assistant, the person who authorised it and the action performed. Authorised people record decisions.
08 / Verification
The record verifies without us.
The buyer verifies on its own side. So does the seller. Each exports the record and verifies it on its own computer, with the public tool of the VAL protocol, with no account with us. Verification covers the record, not the substance of the deal.
A complete sale was run on our development environment, both parties operating their own assistant, then closed: archive sealed, key destroyed, copy retrieved and verified to the byte.
Security and protocol09 / Frequently asked
What we are asked before a data room opens.
Where are the data room documents hosted?
Documents are hosted with a French provider in France. The record and metadata are hosted in the European Union. Each room is encrypted with its own key. At closing, the archive is sealed and the room key is disabled, then destroyed after thirty days. The encrypted archive remains available for one year and is never deleted before every entitled party has retrieved it.
Can bidders see each other?
No. In an M&A data room, bidders are walled off: each sees only the folders opened to it, and one bidder's activity stays invisible to the others.
How does the buyer verify what was disclosed to it?
It exports the record and verifies it on its own computer with a public, open tool (val-protocol.org): nothing was altered, every action was authorised, everyone stayed within their scope. Any change shows, even one made by our own administrators. No account with us is needed.
Can we use an AI assistant in the data room?
Yes. Your MCP-compatible assistant can read, ask questions, answer, propose tasks and upload documents within its granted permissions. It cannot sign, consent or legally bind the party.
What happens at closing?
The complete archive — documents, Q&A, record — is sealed. At closing, the archive is sealed and the room key is disabled, then destroyed after thirty days. The encrypted archive remains available for one year and is never deleted before every entitled party has retrieved it. Each entitled party can verify that its copy matches exactly what was sealed.
How long does the archive stay available after closing?
One year, encrypted, and never deleted before every entitled party has retrieved its own. The room key is disabled at closing and destroyed after thirty days. The copy each party holds verifies without us.
How is this different from a classic virtual data room?
A classic data room belongs to the party renting it; the others are guests and depend on its log. With RIGA, the data room stores and controls disclosure, and the workspace is separate: shared by the seller, each bidder and their advisers, outside their systems, with a record each can verify on its own side.
- Data room M&A : le guide du cédant et de ses conseilsÀ quoi sert une data room dans une cession, qui y entre, ce qu’elle contient, comment la divulgation se déroule de l’accord de confidentialité à la clôture, et ce que chaque partie doit pouvoir établir ensuite.
- Due diligence de cession : la checklist des pièces, famille par familleLes pièces qu’un acquéreur et ses conseils demandent dans une cession de PME, rangées dans l’ordre où ils les demandent, avec ce qui bloque quand elles manquent.
- Questions-réponses dans une data room : qui demande, qui répond, ce qui resteLa phase de questions-réponses produit autant d’engagement que les documents. Comment l’organiser entre le cédant, chaque candidat et leurs conseils, et ce qu’il doit en rester à la clôture.
- Garantie de passif : ce que la data room doit établir après la clôtureUn élément divulgué en temps utile n’est pas indemnisable ; le même élément, non divulgué, l’est. Ce que le cédant et l’acquéreur doivent chacun pouvoir établir, et ce qu’il faut décider avant de fermer la salle.
- Prix d’une data room : ce que l’on paie vraimentÀ la page, à l’utilisateur, au mois ou à l’opération : les quatre modèles de facturation des data rooms, ce qu’ils coûtent sur une cession réelle, et les trois questions à poser avant de signer.
- Data room hébergée en France : les questions à poser avant de signer« Hébergée en France » ne dit pas où vit l’historique des consultations, qui opère l’infrastructure, ni ce qu’il reste à chaque partie à la clôture. Les cinq questions qui font la différence.
- Data room de cession : ce que le cédant doit préparerCe qu’un acquéreur demande, dans quel ordre l’ouvrir, et comment garder la main sur la divulgation pendant toute la due diligence.
10 / To close
A sale needs a room
that belongs to neither party.
Not the seller's, not a buyer's: a separate workspace, with a record each party can verify.
Neither host nor guest. RIGA.