Confidentiality in M&A: Why It Matters and How to Protect It

In M&A, what isn’t said in public can matter just as much as what makes the headlines. Behind every transaction is a delicate dance of information, including who has it, when it’s shared, and how securely it’s handled. Confidentiality isn’t just about compliance; it’s about preserving leverage, maintaining trust, and ultimately protecting deal value.

DealDone, a hybrid advisor and technology partner, knows this better than most. As both an M&A advisor and a provider of secure virtual data rooms, they sit at the intersection of strategy and technology. Their mission: to help clients navigate the deal process while safeguarding its most fragile asset—confidentiality. And with good reason: Forbes reports that nearly 40% of M&A deals suffer confidentiality breaches, underlining the importance of combining strict confidentiality controls with the right technology.

We spoke with Joanna Dmitruk, CEO and Managing Partner at DealDone to get her perspective. 

Why confidentiality is more than a checkbox

Leaks in M&A don’t just create awkward moments. They can destabilize deals, rattle employees, and embolden competitors. Sellers fear premature disclosure because it can disrupt operations or drive down valuations. Buyers, meanwhile, worry about being publicly tied to a target they might not close on, damaging reputations or investor confidence. And when information does slip out? Trust can erode, and sometimes, the deal collapses altogether.

The biggest confidentiality risk in M&A? Shortcuts

Most breaches don’t come from sophisticated hackers. Rather, they come from ordinary shortcuts. A real-life example encountered by Joanna Dmitruk was a mid-market seller who shared a due-diligence package via a shared drive to multiple bidders, without individual user controls. Following this, one bidder accidentally forwarded sensitive customer pricing to a competitor. The leak became public, stalling the process, damaging seller leverage, and delaying closing. This incident shows how even small mistakes in handling documents can lead to major commercial consequences. It’s not just about one-off errors, either. In fact, breaches often happen in very ordinary ways, such as people sharing files over email or through public links, saving documents on unsecured drives, or relying on consumer-grade collaboration tools. Sometimes it’s just quick exchanges over WhatsApp or unencrypted emails. Other times, it’s misconfigured permissions in document platforms or vendors being brought on board without the right access controls in place. And when competitive auctions come into play, the exposure grows even further, as more bidders inevitably mean a larger attack surface. As Joanna puts it: “Even the most secure systems can be undone by a single lapse in process. Confidentiality is as much about governance as it is about encryption.”

How modern M&A advisors fit in

Advisors are no longer solely intermediaries, they are guardians of process integrity. They orchestrate due diligence, screen counterparties, regulate the timing and scope of disclosures, and ensure stakeholders collaborate securely. DealDone exemplifies this hybrid approach. Part strategic advisor, part technology partner, the firm brings together human judgment and secure tools to ensure not only that transactions progress efficiently, but also that they remain protected.

Crucially, it’s in M&A advisors’ best interests both commercially and morally to safeguard confidentiality. And as the role expands and evolves, it’s becoming more and more critical to really understand exactly how to do so, getting the balance right between mitigating human error, and leveraging technology. As Joanna explains, “You can’t rely on technology alone, and you can’t rely on people alone. It’s the balance between secure systems and disciplined governance that keeps transactions safe.” 

The human factor: governance and discipline

When it comes to the human side, Joanna advises that advisors, administrators, and legal teams must ensure that only the right people gain access to sensitive information. This begins with careful vetting and structured onboarding for bidders and partners, while clear rules need to be established around when disclosures are made and in what sequence to prevent information from being released prematurely. Further, training for both internal teams and external bidders reduces the risk of careless behavior, while active monitoring can quickly flag unusual access patterns before they escalate into problems. Finally, well-crafted NDAs and tailored contractual protections add an essential legal safeguard.

The tech factor: what to leverage

Even with disciplined advisors and carefully managed processes, human error can never be eliminated entirely. That’s where technology plays a vital role. 

The right tools don’t just secure data. They structure access, monitor activity, and make it easier for deal teams to work safely without slowing the transaction down. When it comes to tech, Joanna advises to use certified, enterprise-grade security. This includes features such as strong encryption, multi-factor authentication, and compliance with recognized standards for data protection such as ISO and SOC. In case of any issues, audit trails provide records of who has accessed or altered information. It’s also important to maintain strict access control by applying the principle of least privilege. This means you should only grant users the minimum access rights and permissions required to perform their specific, necessary functions, and can include further restrictions such as sharing access on a time-limited basis or restricting downloads. 

Good user experience and accelerating deal flow are also key

Equally important, the tools themselves need to be easy to use. When secure platforms are intuitive, deal teams are far less tempted to take shortcuts that put information at risk. For example, DealDone’s SECUDO VDR was built with that balance in mind. It’s strong enough to handle high-sensitivity processes, but simple enough that advisors and bidders can work efficiently without creating unnecessary risks. And beyond security and compliance requirements, Joanna notes: “Platforms such as Dealsuite expand our reach to quality investors and streamlines the matching process, which complements the value of our secure transaction tooling. By combining their curated network with our SECUDO VDR, we can accelerate deal flow without compromising on confidentiality.”

Confidentiality is both a strategic necessity and competitive advantage

Confidentiality in M&A is not simply a safeguard against risk. It is a strategic necessity that underpins trust, protects value, and shapes outcomes. When leaks occur, they can erode credibility, weaken leverage, and in some cases, halt a transaction altogether. But when confidentiality is planned early, managed by the right advisor, and reinforced with secure tools, it becomes a competitive advantage.

As Joanna Dmitruk emphasizes: “Confidentiality and secure document handling are not optional in modern M&A. They are fundamental to preserving deal value and reputation. Companies that combine robust security technology with disciplined processes and trusted advisors reduce risk and perform better.”

About us

DealDone is a specialised company offering high-quality products in the field of information and data security. We offer digitisation services and software in the field of modern technologies for the circulation of confidential information, classified information, sensitive data, and the digitisation, security, encryption and sharing of data and documents within and outside organisations.

For over 10 years, DealDone has specialised in providing solutions related to the digitisation, archiving and sharing of documents in the form of a Document Management System (DMS) or Virtual Data Room (VDR).

DealDone independently developed and launched the SECUDO VDR system. SECUDO is a platform for the secure digitisation, archiving, exchange and processing of company documents and data, offered in the cloud, in a Software-as-a-service model, for business customers.

DealDone also owns the www.platformainwestora.pl and www.sprzedamfirme.com portals, through which it supports transaction processes related to the sale of companies, raising capital and finding investors for projects.

In 2025, DealDone joined the international Dealsuite platform (www.dealsuite.com), which supports professionals in the area of mergers and acquisitions (M&A). Thanks to this cooperation, we can respond even more effectively to market needs by offering our customers VDR SECUDO – a secure and intuitive solution for document management in transaction processes. The combination of Dealsuite's global reach with our tool significantly increases the comfort and efficiency of M&A transactions.