M&A Advisory: Run a Deal with Q&A and NDA

For advisors, independent sponsors, and operators running deals in the $1M-$500M range. Gate counterparties behind an NDA, serve a structured room, handle diligence Q&A, and track which bidders are actually engaged.

Above $500M, where procurement is asking for SOC 2 Type II or on-prem deployment, enterprise VDRs like Datasite and Intralinks are a better fit. (Peony is SOC 2-ready: controls aligned to SOC 2, formal Type II audit not yet completed.) Peony is built for the 90% of deals below that threshold.

Why Peony for M&A

Peony replaces $1,000-$3,000/month enterprise VDR contracts with a $52/admin/month Data Room plan — with no per-bidder admin fees. A 10-bidder process doesn't cost extra per bidder. Viewers are free and unlimited on every Peony tier.

Peony's Q&A flow eliminates the email chain that slows most deals. Counterparties submit questions through the data room, and Peony routes each one through your advisor team using defined roles — a submitter raises the question, an answer coordinator reviews and assigns it, an expert drafts the answer, and an approver signs off before the response goes back. This is a managed, human-controlled workflow, not a chatbot — every answer is written and approved by a person on your side. AI document Q&A — a separate, viewer-facing feature where a bidder asks the documents directly and gets a cited answer — is available from the Business tier ($30/admin/month), with higher usage on Data Room. Basic Q&A is on the Data Room tier; the structured Advanced Q&A module (assign, route, deadlines, and formal approval) is on the Deal Team tier ($64/admin/month).

A Peony data room is live in under 5 minutes, and AI auto-indexing makes every document full-text searchable in under 3 minutes. Enterprise VDRs typically require vendor onboarding calls, contract negotiation, and manual folder setup. Peony lets an advisor open a room, upload the CIM, gate it behind an NDA, and send the first bidder link in a single sitting.

Peony's page-level analytics show which sections each bidder focused on. If three bidders all spent disproportionate time on the customer concentration schedule, that's where negotiation will land. Per-bidder dwell time, dropoff reports, and return-visit patterns are visible from the Analytics tab.

On the Data Room tier, every link can carry an Advanced NDA gate with full e-signature, dynamic watermarks, desktop screenshot protection, and Screenshield for mobile. These are part of the plan, not per-link premium add-ons. The signed NDA, with timestamp, IP, and verification hash, is stored in the Signatures view, and individual signed PDFs are downloadable for counsel.

Quick Setup (5 Steps)

Create the data room. From the data rooms view, click Create data room. Name by target + stage ("Project Lighthouse — Round 1"). Code-name if the target is identifiable.
Upload the CIM and diligence materials. Standard sell-side structure: 01 CIM, 02 Financials, 03 Customer Data, 04 Employees & Org, 05 Legal & IP, 06 Tax, 07 Operations, 08 Material Contracts. AI auto-indexes in under three minutes, so bidders can full-text search immediately.
Set up an NDA template and gate every link. Quickstart → Send a document for signature, upload your mutual NDA, place signature fields. Save as a template. Open the Permissions tab, select a group, and in the link security controls turn on the Require NDA dialog. Every bidder signs before seeing a file. Signed copies land in the Signatures view.
Layer the full security stack and create one link per bidder. In the Permissions tab, click Create new group for each bidder — step 1 (Visitors) sets the group name and access, step 2 (Document permissions) scopes what they see. Then open the group's security controls and turn on the Watermark, Screenshot protection, Require email, and Password dialogs, and disable downloads. Each group's link gets its own NDA trail, analytics, and revoke button.
Open the Q&A flow and route questions through the advisor team. Invite the seller team plus advisors as admins. The Q&A tab is where counterparty questions land. Each question is routed through your team's roles — a coordinator reviews and assigns it, an expert drafts the answer, and an approver signs off before the response is sent back to the bidder.

Want a walkthrough? Book 20 minutes at lunacal.ai/team/peony-data-room.

Recommended Security Stack

M&A is the highest-stakes sharing use case on Peony. Stack every layer:

NDA gate with full e-signature — every bidder signs an executed copy before seeing files. Evidentiary trail for counsel if anything leaks.
Dynamic watermark — every document overlaid with bidder email, timestamp, and IP.
Screenshot protection — blocks capture on Chrome, Edge, Firefox, and Safari on macOS/Windows. Built into Business and up. Enable Screenshield (Data Room and up) for mobile blocking on iOS, iPadOS, and Android.
Email verification — confirms the bidder is the email on the NDA, not a forwarded recipient.
Downloads disabled — bidders view in-browser only. The single most important layer after the NDA itself for sensitive material.
Link expiry — set to the expected close of each phase (30 days first round, 60 days second round).
Per-bidder links — the only defensible setup. Per-bidder Q&A segregation, per-bidder analytics, per-bidder NDA trails, per-bidder revocation.

See Access Control Layers.

The Q&A Loop

Diligence Q&A is where most of the work happens. Peony routes each question through your advisor team using defined roles, so nothing gets lost in an email chain.

A bidder opens the Ask a question widget in the viewer and submits a free-text question (with a contact email) through the Ask the sender a question form.
The question lands in the Q&A tab, where the answer coordinator reviews it and assigns it out.
An expert on your team drafts the answer.
The coordinator reviews the draft, and an approver signs off — or the question is routed internally for seller input.
Once approved, the answer goes back to the bidder.

Every answer is written and approved by a person on your side. This is a managed, human-controlled workflow, not a chatbot.

What makes it different from a shared inbox:

Every question and answer is scoped to a single bidder. Bidder A can't see what Bidder B asked.
Each question moves through the coordinator → expert → approver roles with a clear owner at every step.
Full Q&A history is exportable for audit.

Bidders who want to interrogate the documents directly can use AI document Q&A — a separate, viewer-facing feature (Business tier and up) that returns a cited answer when a bidder asks the documents themselves. It does not draft answers inside the deal Q&A routing workflow.

One current limit: when you duplicate a data room, the Q&A thread isn't duplicated alongside the files. A new Q&A experience handling this cleanly is shipping soon.

Per-Bidder Analytics

For each bidder link you see:

Total dwell time in the room — how much time this bidder actually spent reading
Per-folder and per-document dwell — which sections they cared about. Heavy time in Customer Data and Financials means building an offer; skimming and bouncing means browsing.
Q&A volume and topics — what they're asking about. Heavy Q&A on churn, material contracts, or pending litigation often signals where the bidder is concerned.
Return visits — multiple returns = materially more engaged.
Attempted screenshots — blocked and logged on desktop, useful intelligence about bidder behavior.

Sort by total dwell time weekly. The top third is your real buyer pool.

See Page-Level Analytics.

Pricing

M&A runs on Data Room tier ($52/admin/month) in almost every case. Data Room unlocks custom domains (deals.youradvisor.com), custom branding, granular permissions, Screenshield for mobile, and unlimited storage. (Priority support and a dedicated account manager come with the Deal Team tier at $64/admin/month, minimum 4 admins.)

Data Room handles $1M-$500M deals comfortably. Admin seats scale with team size; viewers (bidders) are unlimited. A 50-bidder process doesn't cost extra per bidder.

For deals above $500M, or firms where procurement demands SOC 2 Type II, on-prem deployment, or batch bidder onboarding at scale, Datasite and Intralinks are the right tools. Peony will tell you honestly when your deal is a better fit for them.

Running multiple deals? Contact support about multi-deal arrangements for advisors.

See Plans and Pricing.

Common Questions

How do I set up a buy-side due-diligence room? The buy-side flow is the same as sell-side: create the data room, upload the diligence materials, and gate every link behind an NDA template. Build the NDA once via Quickstart → Send a document for signature, save it as a template, then turn on the Require NDA dialog on each group's link. Want setup help? Book a call at lunacal.ai/team/peony-data-room.

Do the people answering Q&A need paid admin seats? Anyone who manages the room needs a paid admin seat. General team members can be added as a group in the Permissions tab and assigned to answer or sign off on Q&A that a paid admin routes to them. Bidders and other counterparties answering or asking questions never need an account — viewers are always free.

Are we charged per bidder, per view, or by file size? No. Peony never charges by visitor, click, or storage. Cost is per admin seat only — viewers (bidders) are unlimited on every tier, and storage is unlimited with no file-size fees.

Can I run several deals at once under one account? Yes. Each deal is its own data room. Running many deals in parallel? Contact support about multi-deal arrangements for advisors.