When the Deal Room Becomes a Courtroom Exhibit: Managing VDR Liability in Post-Closing Disputes
Virtual data rooms generate an extraordinarily detailed record of every document uploaded, every user who accessed it, and every permission decision made along the way — a record that can become central evidence in post-closing disputes, breach of representation claims, and shareholder litigation. This article examines the legal consequences that have emerged when transaction teams failed to account for the evidentiary weight of their VDR's activity log, and identifies the structural practices t