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VDR glossary · Permissions

What is separation of duties?

Definition

Separation of duties: A control that splits sensitive tasks between different people, so no single user can, for example, upload a document, release it to bidders and erase the record of having done so.

How it works in a data room

Roles are designed so that key actions need more than one person. Contributors may upload into a staging area, while a reviewer releases files to external groups. Permission changes for bidder groups may require approval from a second administrator. Nobody, including the main administrator, can edit or delete the audit trail. Role-based access control is what makes these splits workable, because each role carries a defined set of actions.

Why it matters in a deal

Mistakes in a data room are usually innocent, but they are expensive. A second pair of eyes on releases catches unredacted personal data, draft documents and files placed in the wrong folder. The same split helps if anything goes wrong, since the logs show both who prepared and who approved a release. Auditors and regulated sellers often expect it as part of their internal controls.

Example

A bank selling a loan book sets up three roles: data preparers who upload into a hidden staging folder, a reviewer from compliance who checks redactions and releases batches, and a deal lead who manages bidder permissions. When a borrower’s full account statement is uploaded by mistake, the compliance reviewer spots it in staging and it never reaches bidders.

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