M&A Clean Room Services

Counsel sets the clean team protocol and decides what is competitively sensitive. We build and run the clean room inside it: data room permissions, segregated workspaces, access logging, download and print controls, and the clean team analysis that lets integration planning start before closing.
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Definition

What is an M&A clean room?

An M&A clean room is a controlled environment where a small clean team of outside advisors and walled-off employees reviews competitively sensitive information, such as customer-level prices, margins, costs, and bids, during a deal between competitors. The clean team turns that data into aggregated, historical, or anonymized outputs, and counsel reviews each one before the deal team sees it. The room exists because merging companies must keep competing until closing, and sharing current commercial data or coordinating early can be gun jumping under the Sherman Act and the Hart-Scott-Rodino Act.

Services

What do our M&A clean room services include?

Data room configuration
Segregated workspaces
Access logging
Rosters and acknowledgments
Clean team analysis
Close-out and exit

Data room configuration and permissions

We configure the virtual data room so clean team folders sit apart from the general data room, with permission groups mapped to the roster counsel approves. Sensitive folders are view-only, with downloads and printing disabled and dynamic watermarks that carry each viewer's name and the time, and we test every permission group before the first document loads.

Segregated clean team workspaces

Clean team analysis runs in a separate environment with its own storage, its own analysis tools, and accounts issued only to rostered members. Nothing moves from that environment to the deal team's workspace except outputs counsel has released, and the release workflow is the only connection between the two.

Access logging and monitoring

We log every view, search, and export attempt in the clean room, review the logs on a schedule agreed with counsel, and report anomalies to counsel. When counsel removes a member from the roster, we revoke access and record the change, so the access history can answer an agency's questions later.

Clean team rosters and acknowledgments

We maintain the roster counsel approves, collect each member's signed acknowledgment before access starts, track role changes that could disqualify a member, and keep a record of who saw which category of information, which counsel needs for any cooling-off obligations after the deal.

Clean team analysis for integration planning

As outside clean team members, our analysts do the work the deal needs from raw data: customer overlap, pricing and cost benchmarking, synergies validation, and mapping of systems and data for day one. We aggregate and anonymize the results so counsel can release them to the deal team without exposing customer names or current prices.

Closing and exit procedures

At closing, or if the deal fails, we run the exit steps counsel's protocol requires: access revocation, return or destruction of clean room data, signed destruction certificates from members, and a final package with the access logs that shows what happened to every file.

Our approach

How we run a clean room, in four stages

01

Set the protocol with counsel

Counsel decides what is competitively sensitive, who may join the clean team, and what may leave the room. We turn that protocol into permission groups, information categories, output rules, and a release workflow before any data loads.

02

Build the room

We configure the data room and the segregated workspace, issue accounts only to rostered members, switch on logging, watermarking, and download and print controls, and test each permission group against the protocol.

03

Run the analysis

Clean team members turn raw data into aggregated outputs for deal pricing and integration planning. Every output goes to counsel for review, and only approved versions reach the deal team.

04

Close it down

At closing or termination we revoke access, return or destroy data as the agreement requires, collect member certifications, and give counsel the access logs and a record of every release.

contact us

Sharing data with a competitor before closing?

Send us the deal timeline and counsel's draft protocol. We will scope the clean room, the clean team staffing, and the outputs your integration plan needs.

Our Advantage

Why BD Emerson for M&A clean rooms

Security is part of the room

A clean room holds the most sensitive data in the deal. We run it with the identity, logging, and data loss controls a security team applies to production systems, because a leak from the clean room is both an antitrust problem and a data breach.

Analysts who know integration

Our clean team members do the same customer, cost, and systems work they do in post-merger integration, so the outputs are the ones the day-one and 100-day plans need, built from data nobody else can see until closing.

Counsel stays in control

We work inside counsel's protocol and under counsel's direction. Counsel decides what is competitively sensitive and approves every output; we build the controls, do the analysis, and keep the record that shows the protocol was followed.

How We Work

What goes in the clean room and what stays in the general data room

Counsel makes the call for each data set. These are the usual starting points: five categories that belong in the clean room and three that the full deal team can see.
Reviews

What our customers say

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

Certificates

Our accreditations

Our practitioners hold security, privacy, cloud, and AI governance certifications, and the people who earned them do the work on your engagement.

Guides

Guides on clean teams and M&A integration

How clean team agreements work, what the letter of intent locks in, and how integration planning carries the clean room's work past closing.

FAQ

Frequently asked questions

What is an M&A clean room?

Who sets the rules for the clean room?

Who can be on the clean team?

What can leave the clean room?

How long does a clean room run?

How is a clean room different from a virtual data room?

What happens to the clean room if the deal fails?

What drives the cost of a clean room?

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