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Data room for joint ventures

Short answerIn a joint venture both parties review each other, so the room works in two directions. Give each partner its own upload area, share the contributed assets and business plan, keep the shareholders' agreement drafts in one place, and continue using the room for board records once the JV is running.

How it works in Singapore

Singapore is a common base for joint ventures between a local partner and a foreign company entering Southeast Asia, or between two regional groups in infrastructure, property or technology. The JV vehicle is often a Singapore private company.

Each partner contributes cash, assets, IP or contracts, and each needs to check what the other brings. The negotiation produces a shareholders' agreement covering governance, reserved matters, deadlock and exit.

If the partners compete in other markets, competition law matters. Information exchange should be limited to what the JV needs.

Best data rooms for joint ventures

Our five measures re-weighted for this use case, with a small bonus for rooms built for it. Prices before 9% GST.

  1. 1 Ellty ~S$191/mo 9.3 Visit Ellty
  2. 2 iDeals On quote 8.7
  3. 3 Datasite On quote 8.7
  4. 4 Ansarada On quote 8.6
  5. 5 Firmex On quote 8.4
  6. 6 Drooms On quote 8.4
  7. 7 Intralinks On quote 8.3
  8. 8 DealRoom On quote 8.2
  9. 9 Box ~S$19/user/mo 8.1
  10. 10 SmartRoom On quote 8.0
22%Security23%Deal tools21%Permissions18%Ease of use16%Cost

Folder index for joint ventures

01
Partner A contributionAssets, IP, contracts and diligence documents from partner A.
02
Partner B contributionThe same for partner B.
03
Business planPlan, budget, financial model.
04
AgreementsTerm sheet, shareholders' agreement and constitution drafts.
05
RegulatoryApprovals and competition analysis.
06
BoardBoard papers and minutes once the JV starts.

Singapore rules that apply

Competition Act section 34

Partners who compete must avoid exchanging sensitive information beyond what the JV needs.

CCCS merger control

A full-function JV can be a merger for CCCS purposes; assess market shares.

Companies Act

The JV company's constitution and shareholders' agreement must align.

More detail: CCCS merger control, Companies Act and ACRA.

Features you need

FeatureWhy it matters hereRooms in our top 10 that list it
View and download controlEach file can be set to view-only, print or download, and the setting can be changed later.9 of 10
Q&A workflowBidders post a question against a file; your team drafts, approves and publishes the reply, and the whole thread is kept.9 of 10
E-signatureNDAs and closing papers are signed without leaving the platform.2 of 10
Audit trailTime-stamped history of who opened, printed or downloaded each document, exportable for a dispute, insurer or regulator.10 of 10

How to set it up

  1. Create two-way foldersEach partner uploads into its own area and reviews the other's.
  2. Limit sensitive exchangeUse a clean team for data the partners should not see directly.
  3. Centralise draftsKeep term sheet and agreement versions in one folder.
  4. Plan for operationsTurn the room into the JV's board and records space after signing.

Mistakes to avoid

  • Sharing pricing between competing partners.
  • Losing track of agreement versions across emails.
  • Closing the room after signing and starting again for board records.

Questions people ask

Who owns a joint venture data room?

Usually one partner or the JV adviser administers it, with equal access rules agreed by both sides.

Can the room be used after the JV starts?

Yes. Many JVs keep it for board papers, reserved matter approvals and reporting to both shareholders.

Is a JV a merger for CCCS?

A JV that performs all the functions of an independent business on a lasting basis can be treated as a merger. Take advice on market shares.