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As part of the due diligence and disclosure process in a share or asset sale, a physical or virtual space set up by the seller to make available legal, commercial and financial information relating to the target company/target business for review by prospective buyers. It is commonly used in an auction process where there will be a number of interested parties, but it is now used in a broad variety of transactions (especially because of the convenience of a virtual data room). A physical data room (PDR) is a room filled with documents and files. It would typically be set up in a room at the offices of the seller’s solicitors or financial advisers, rather than at the seller's offices. This is to avoid disruption to the seller's business on a day-to-day basis and to keep the transaction confidential from employees. Where a transaction has a multi-jurisdictional element, a number of PDRs can be set up at any one time in each local jurisdiction. A virtual data room (VDR) is an online (often cloud-based) repository and document sharing platform which is set