How it works in a data room
For every folder and group, the administrator chooses among options such as no printing or downloading, printing only, download as a watermarked PDF, download of the original file, or download as a protected copy under digital rights management. Bulk download of whole folders is often a separate switch, because it moves a lot of data at once. Every print and download is logged, and exported PDFs carry a dynamic watermark when that option is on.
Why it matters in a deal
Reading in the browser keeps the seller in control; downloads hand that control to whoever holds the file. Yet reviewers often need offline copies, particularly accountants working on models and lawyers marking up contracts. Precise settings let you allow exactly what each party needs: originals for your own advisers, watermarked PDFs for the preferred bidder, nothing for early-round parties. Bulk download deserves special caution, since one click can empty a folder onto a personal laptop.
Example
A sell-side adviser in Toronto sets bidders in the first round to view only. In the second round, bidders may print and download watermarked PDFs of the legal folder but not the operational data, and bulk download stays off for everyone except the seller’s counsel. When one bidder asks why spreadsheets download as PDFs, the adviser explains that the native models are shared only after exclusivity. The M&A guide covers how these rules usually change across rounds.