Memoranda, presentations and contracts
Information memoranda, management presentations, term sheets, draft agreements and disclosure schedules are exchanged as PDF, DOCX and PPTX files throughout a process.
Watermarking for transactions and due diligence
During a merger, an acquisition or a financing, confidential documents pass between an organization, its advisers and its counterparties over a period of weeks. Invisproof issues each party a separate copy of every document, so that a copy found outside the process can be identified.
Transaction documents and their recipients
Bidders, lenders and advisers
Each document reaches several outside parties at once: prospective buyers or investors, their lenders, and the legal, financial and tax advisers on every side.
A process of several weeks
The existence of a transaction, its terms and its price are confidential until signing, and for unsuccessful bidders they remain so afterwards.
A separate copy for each party
Invisproof issues a copy to each recipient at each firm and keeps a record of which copy was issued to whom, from the first approach to completion.
The process for a transaction
Watermark
As each document is released to the parties, the Document Engine prepares a separate copy for every named recipient at every bidder and adviser.
Distribute
Outside recipients need no account. They open their copies with a passcode or a one-time code sent to their email address, in the secure viewer or in the original format.
Identify
If a term sheet or a memorandum is found outside the process, an investigation compares it with the copies issued and identifies the one it came from.
Stages of a transaction
Before a process opens, a small group of advisers prepares the documents on which buyers or investors will rely.
- Teasers and information memoranda
- Copies for the advisers engaged
- Confidentiality before the process is known
Bidders and their advisers examine contracts, accounts and disclosures over several weeks.
- Contracts, reports and disclosure documents
- A separate copy for each reader at each bidder
- Reading in the secure viewer where required
Drafts of the agreement pass between the parties and their lawyers in successive versions.
- Term sheets and draft agreements
- Each version issued as individual copies
- A record of which copy was issued to whom
The terms agreed and the timing of the announcement remain confidential until the parties publish them.
- Final agreements and board approvals
- Announcement drafts under embargo
- Copies for communications advisers
Controls for a transaction
Documents read in the browser
A document is read in the secure viewer in a browser, with nothing to download and nothing to install. The organization decides which documents are read only in this way.
Copies in the original format
Where the organization permits it, a recipient saves a copy in its original format. The copy opens in the usual applications, can be read offline and keeps its watermark.
Recipients inside and outside
Members of the organization sign in with their accounts. Recipients outside it need no account, and open a file with a passcode or a one-time code sent to their email address.
Investigation of a found copy
A file found outside its intended audience is submitted for investigation, which compares it with the copies issued and states the probability that it came from a given copy.
- Nothing to download
- Nothing to install
- Decided file by file
- Original format
- Usual applications
- Offline viewing
- Watermark retained
- Sign-in for members
- Passcode
- One-time code by email
- No account for outside recipients
- Any found file submitted
- Compared with the copies issued
- Probability stated
- Decision left to the organization
What the parties to a transaction gain
Sensitive documents can be released to bidders when the process calls for them. Because every copy remains accountable, a seller has less reason to hold material back until the final round.
The issue of every copy is recorded. At any point in a process the organization can establish which documents each party has been given.
A match concerns the copy of one recipient. The other parties to the process, and the advisers who handled their copies properly, are not drawn into question.
Questions about transactions
Do bidders and outside advisers need an account?
No. Recipients outside the organization open a document with a passcode or with a one-time code sent to their email address. Members of the organization itself sign in with their accounts.
Can a recipient be limited to reading in the browser?
Yes. The organization decides, file by file, whether a copy is read only in the secure viewer or may also be saved in its original format. The secure viewer needs nothing downloaded and nothing installed.
Does Invisproof replace a data room?
No. A data room governs who may reach a document. Invisproof is concerned with the copy each permitted party then holds: it issues that copy individually and allows it to be identified if it is later found elsewhere.
Can Invisproof's own staff open transaction documents?
No. Files are held in encrypted form, and Invisproof's staff cannot open them. Files provided by customers are not used to train models.
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Legal services
Drafts, advice and disclosure documents, issued by law firms and legal departments as an individual copy to each recipient.
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Invisproof is provided to organizations by approval.