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Introduction
For organizations managing M&A, due diligence, or IP-heavy transactions, external content sharing can be both a growth driver and a risk multiplier.
Most companies rely on Microsoft 365, especially SharePoint and OneDrive for everyday collaboration. But when you need to share highly sensitive files with investors, partners, legal counsel, or buyers, standard sharing settings aren’t enough.
Before your next M&A meeting, you need to be sure:
- Who has access?
- Where does your data live?
- Can you revoke access instantly?
- Are you tracking downloads and views for compliance?
This is where the concept of a Virtual Data Room (VDR) — and specifically, a secure Microsoft 365 Virtual Data Room — comes in.
What is a Microsoft 365 Virtual Data Room?
A Virtual Data Room (VDR) is a secure digital space for organizing, storing, and sharing confidential documents. Traditionally, companies bought separate VDR softwares for this.
But now, many organizations ask:
“Can’t we just use Microsoft 365 as a Virtual Data Room?”
The answer?
Yes, Microsoft 365 as a VDR is possible — but only if you close the gaps.
The Gaps: Why Native Microsoft 365 Falls Short as a VDR
By default, Microsoft 365 (SharePoint, OneDrive, Teams) is fantastic for internal collaboration, but when used for due diligence or external sharing, you face three big challenges.
Lack of granular access control
Native SharePoint sharing links can be forwarded or misused. Revoking access across complex folders can be error-prone.
Limited tracking and auditing
Basic audit logs exist, but they often aren’t fine-grained enough for regulated transactions where you need a full trail of who viewed, downloaded, printed, or changed a file.
No built-in deal staging
Traditional VDRs include deal-specific workflows: bidder staging, Q&A, and approval checkpoints — functions that standard Microsoft 365 sites don’t offer out of the box.
How to use VDR in Microsoft 365
That said, Microsoft 365 gives you a solid foundation:
- World-class security and compliance certifications.
- Sensitivity labels (Microsoft Purview) for data classification.
- Conditional access controls.
- Integration with Azure Active Directory for identity governance.
When configured well, it’s possible to build a secure VDR inside your own Microsoft 365 tenant — keeping all your data under your control (instead of storing sensitive IP on a third-party cloud).
But configuration is key — and that’s where Govern 365 comes in.

How Govern 365 Turns Microsoft 365 Into a Ready-to-Use VDR
Govern 365 is purpose-built to transform your existing Microsoft 365 into an enterprise-grade Virtual Data Room for M&A, IP sharing, investor due diligence, and other high-stakes transactions.
Key benefits:
🔒 Granular access control — Set precise permissions by document, group, or folder.
👁️ Robust auditing & tracking — Know who accessed, downloaded, printed, or forwarded every file.
⏳ Auto-expiry & revoke — Instantly remove access when the deal ends.
🔄 Pre-built deal room templates — Launch secure, branded data rooms in clicks — no complex site-building.
✅ Compliance alignment — Meet regulatory standards using Microsoft Purview and built-in governance controls.
🏢 Your tenant, your data — Unlike third-party VDRs, Govern 365 keeps all data in your own Microsoft 365 tenant — no shadow IT.

Download VDR Whitepaper
Stop spending on purchasing expensive Virtual Data Room (VDR) solutions. Use Govern 365 to quickly create Microsoft 365 data rooms or SharePoint online data rooms.
How It Works

Show the Govern 365 dashboard — highlight the simple “Create New Data Room” wizard with security, permissions, audit trail, and watermarking options.
Steps to Set Up a Secure VDR in Microsoft 365
- Assess your sensitive data & deal structure.
- Use Govern 365 to spin up a secure site collection in SharePoint Online.
- Apply Govern 365’s security templates, granular permissions, and watermarking.
- Add your files and folders.
- Invite external users securely — track every interaction.
- Monitor audit trails and revoke access automatically when the deal closes.
Why Now is the Time
📈 M&A is accelerating and so are data breaches. With hybrid work and cross-border deals, sensitive IP, clinical research, or financial data must stay secure inside the tools your teams already use.
A Microsoft 365 Virtual Data Room powered by Govern 365 lets you:
- Cut licensing costs vs. third-party VDRs.
- Avoid vendor lock-in.
- Keep all your deal content under your existing security stack.
FAQ
Q1: Can I use SharePoint as a Virtual Data Room?
Yes — but SharePoint alone lacks advanced deal security features, granular auditing, and staging workflows. Govern 365 bridges these gaps using your existing Microsoft 365 tenant.
Q2: Is Govern 365 a separate cloud service?
No — Govern 365 is deployed inside your own Microsoft 365 environment. Your data never leaves your tenant.
Q3: How long does it take to set up a Virtual Data Room with Govern 365?
Many customers launch a fully configured VDR in hours — not weeks — using Govern 365’s pre-built templates and governance policies.
Q4: Who uses a Microsoft 365 Virtual Data Room?
Biotech firms, legal teams, investment bankers, and startups managing IP, fundraising, or M&A due diligence — any organization that needs secure external sharing.
Q5: How does Govern 365 help with compliance?
Govern 365 integrates with Microsoft Purview for sensitivity labeling, auto-classification, and policy enforcement, ensuring compliance with GDPR, HIPAA, CCPA, and industry standards.
Conclusion
Before your next M&A meeting, make sure your IP data stays secure — inside your own Microsoft 365 tenant.