Data room checklist: What should be in your VDR

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Data room checklist: What should be in your VDR

By iDeals
August 21, 2024
8 min read
data room checklist

The virtual data room (or VDR) market is experiencing significant growth, with projections indicating an increase from $1.9 billion in 2022 to $5.5 billion by 2030, driven by factors such as global digital transformation, heightened security concerns, and increasing M&A activities.

Indeed, virtual data rooms have become essential tools for managing complex transactions and protecting confidential information. They help businesses streamline due diligence processes, enhance collaboration among stakeholders, and ensure compliance with regulatory standards.

But how do you structure a data room? What goes into a VDR and why is a data room important during business transactions? Let’s look at the main advantages of data rooms and how best to use them.

Data room advantages for the most common deal types

A virtual data room is an online repository that provides secure, controlled access to confidential information. VDRs facilitate the secure sharing, management, and review of company documents among multiple parties, allowing them to collaborate efficiently while maintaining confidentiality and compliance. 

A virtual data room can also be referred to as an electronic data room, online data room, digital data room, deal room, or investor data room. 

Here are the most common use cases of investor data rooms:

  • Mergers and acquisitions (M&A)
    A data room supports M&A transactions by providing a secure platform for sharing critical information about the target company. This includes financial records, legal documents, and operational data, allowing potential buyers to conduct thorough due diligence and assess risks and opportunities.
  • Due diligence
    During due diligence, a data room allows parties to review essential documents such as financial statements, contracts, and compliance records. It helps significantly reduce the duration of this time-consuming process.
  • Fundraising process
    Startups use data rooms to provide investors with business plans, financial projections, market analysis, and other relevant documents. This helps investors make informed funding decisions.
  • Initial public offerings (IPOs)
    Companies preparing for an IPO use data room software to manage and share critical documents with underwriters, regulators, and potential investors.
  • Corporate restructuring
    For companies undergoing restructuring, data rooms facilitate the secure exchange of financial and operational data with advisors, creditors, and stakeholders.
  • Legal proceedings
    In legal disputes or litigation, data rooms are used to organize and share evidence, case files, and all the legal documents with involved parties and legal teams.
  • Real estate transactions
    In real estate deals, data rooms store property information, appraisal reports, lease agreements, and other relevant documents, making it easier for buyers and sellers to manage the transaction process.

How iDeals VDR can help with business transactions 

iDeals VDR is a leading virtual data room provider that offers a secure, user-friendly platform for managing or sharing sensitive documents, and facilitating complex transactions.

Let’s explore the key data room features and advantages:

  1. Enhanced security
    iDeals VDR offers robust security features, including multi-factor authentication, detailed access controls, redaction, and watermarks. This ensures that sensitive documents are protected from unauthorized access and potential breaches.
  2. Easy document management
    Features like data room index numbering, drag-n-drop, bulk upload, multi-format support, and full-text search help save time by making it easier to organize, upload, and retrieve information.
  3. Audit trails and activity tracking
    The data room provides detailed audit logs that track user activity, document views, and changes. This transparency is crucial for compliance and due diligence, and it helps organizations monitor and review interactions with their documents.
  4. Collaboration tools
    iDeals VDR includes features like secure Q&A sections, commenting, and notifications. These tools facilitate smooth collaboration among stakeholders, helping to keep them updated.
  5. Customization and branding
    The platform allows for customization to reflect the branding of the organization using it. This includes personalized logos and colors, customized watermarks, and customized header and footer.
  6. Scalability
    iDeals VDR is scalable to meet the needs of small, medium, and larger companies. Customers can choose the ideal pricing plan for their project size, security requirements, and desired support level.
  7. Ease of use
    The solution is designed with user experience in mind, that’s why even less tech-savvy customers can start using the platform without extensive training.
  8. Mobile access
    The platform is accessible via mobile devices, providing users with the flexibility to review and manage documents on-the-go. This is particularly useful for professionals who need to stay connected while traveling.
  9. Excellent customer care
    iDeals offers 24/7 customer support with a 25-second phone support time, a 30-second chat response time, and an average 5-minute case resolution. Additionally, clients benefit from a dedicated project team or manager who will provide personalized guidance on how to organize a data room, assist with document structuring, and offer ongoing support.

iDeals also offers a 30-day free trial period so you can explore the data room features, assess its suitability for your needs, and ensure it meets your requirements.

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What to include in your data room

An organized data room should include various types of documents to provide a comprehensive view of the company’s operations, financial status, legal standing, and other critical aspects. Here’s what a typical  data room structure might look like: 

  1. Financial documents provide a detailed view of the company’s financial health and performance. They are used in scenarios like mergers and acquisitions, fundraising, and initial public offerings.
  2. Commercial documents outline the company’s market strategies, sales performance, and customer relationships. These documents are particularly relevant for strategic partnerships and M&A.
  3. Operations documents outline production processes, supply chain management, and organizational structures. They are crucial in M&A and business restructuring situations.
  4. IT documents cover the company’s technological infrastructure, software assets, and data security measures. These are essential in technology acquisitions and cybersecurity assessments.
  5. Tax documents provide records of tax filings, liabilities, and compliance with tax laws. They play a significant role in M&A and during audits.
  6. Human resources documents include employment contracts, employee benefits, and organizational charts. These documents are important in M&A and other business transactions.
  7. Legal documents outline legal agreements, intellectual property documentation, and regulatory compliance records. They are used in M&A and licensing deals to ensure all legal aspects are thoroughly reviewed.

A virtual data room selection process

Here’s a short, step-by-step guide on how to choose a data room:

  1. Identify your needs
    Determine the specific requirements of your project, including security needs, number of users, and the number of documents to be stored.
  2. Research providers
    Focus on features related to security, document management, and communication. Additionally, read other users’ reviews to know what other customers think about the providers.
  3. Request demos and trials
    It is good practice to request demonstrations and trial access to evaluate the user interface, ease of use, and customer support quality.
  4. Evaluate costs
    Compare pricing structures, ensuring that the costs align with your budget and project needs.
  5. Check compliance
    Verify that the platform adheres to data room best practices and complies with relevant regulations, such as data protection laws.
  6. Decision and setup
    When you move to select the provider that best meets your criteria, ensure their setup process is straightforward, and the platform offers scalability.
  7. Test and train
    Once the data room is set up, test its functionality and provide training for all users. A good data room should be easy to use and provide adequate support for all participants.

To make an informed decision, check out our comprehensive virtual data room providers comparison and find the best fit for your needs.

Data room checklist example

Here’s an example of a data room structure that describes the key categories and the most important documents for the due diligence process:

CategoryDocumentsImportance
1. Financial documentsAudited financial statements (last 3 years)
Balance sheet
Profit and loss statements
Cash flow statements
Pro forma statements (financial model)
Cap table
Financial reporting controls
Debt schedule
Financial metrics and projections like cash flow projections and revenue and operating expense projections
Third-party financial evaluations
Key metrics and ratios: market, profitability, liquidity, solvency, efficiency
Crucial for assessing the financial health and stability of the target company. Allows acquirers to evaluate profitability, liquidity, and financial risks, helping prevent overpayment.
On average, companies overpay 30% for acquisitions due to inadequate financial due diligence.
2. Commercial documentsMarket analysis reports
Customer lists
Pitch deck
Marketing plans and sales strategies
Current sales pipeline
Competitive analysis
Product roadmap
Strategic partnership agreements
Historical and projected market share data
Major contracts and customer agreements
Customer retention
Advertising and promotional materials
Brand and trademark registrations
Target’s strategic (or SWOT) analysis
Evaluates market positioning, competitive landscape, and commercial strategies. Helps in understanding the company’s market potential, customer base, and competitive advantages. 
Inadequate market research can result in business failure, as demonstrated by the downfall of companies like Kodak and Blockbuster.
3. Operations documentsStandard operating procedures
Quality control reports
Supplier contracts 
Inventory management records
Health and safety policies
Incident reports 
Facility leases
Production capacity and utilization reports
Environmental investigations
Critical for understanding day-to-day operations and efficiency. Helps with assessing operational risks, capacity, and integration challenges post-acquisition.
4. IT documentsSoftware and hardware inventories
Network architecture
Cybersecurity policies
Incident response plans
Data privacy policies
Technology integration plans
IT infrastructure maps
API documentation
Vendor contracts for IT services
Licensing and subscription agreements 
Disaster recovery plans
Data storage and management policies
Key for identifying technological strengths and vulnerabilities. 
Also important for preventing data breaches, as illustrated by a notorious example of the Yahoo-Verizon deal (as a result of the data breaches, Verizon reduced the purchase price of Yahoo by $350 million).
Companies need to continue to be vigilant — there has been a 20% increase in data breaches from 2022 to 2023. 
5. Tax documentsTransfer pricing documentation
Tax returns (last two years)
Tax compliance records
Tax audits and disputes
Tax credits and incentives history
Tax liabilities schedule
Cross-border tax issues and implications
Essential for uncovering tax liabilities and compliance issues. Ensures proper evaluation of potential tax burdens and implications post-transaction.
6. Human resources documentsOrganizational charts showing the corporate structure
Employee contracts
Benefits policies
Compensation structures
Employee turnover and satisfaction reports
Labor union agreements
Employment agreements and offer letters
Workforce demographics and diversity metrics
Leadership succession planning programs
Important for assessing workforce stability and cultural fit. Helps in planning for HR integration and addressing potential cultural clashes post-merger.
All surveyed successful dealmakers consider talent retention a key for achieving a strong cultural fit.
7. Legal documentsArticles of incorporation
Bylaws
Key contracts and agreements (vendor, customer, employment) 
Litigation history
Intellectual property documentation
Compliance certificates 
Government permits and licenses
Confidentiality and nondisclosure agreements
Regulatory filings and correspondence
Shareholder agreements
Vital for ensuring legal health and identifying potential legal risks. Covers ownership structures, contractual obligations, and any ongoing or past legal disputes.

Keep in mind that this isn’t a comprehensive list, as all financial transactions come with their unique circumstances and specific diligence requests. The purpose of this diligence data room checklist is to provide a foundational framework, ensuring that essential categories and documents are included.

FAQ

A data room checklist is a list of documents and items that companies need to provide during business transactions, such as mergers and acquisitions or fundraising. It includes all the essential documents required for due diligence, such as financial records, legal agreements, and operational information, to ensure a smooth and transparent review process.

To structure a data room effectively, start by organizing documents into clearly defined categories, such as financials, legal, and operational information. Use a logical folder hierarchy to ensure easy navigation and include indexing for quick retrieval. Implement strict access controls to secure sensitive information

For an effective data room, ensure all documents are well-organized with a clear folder structure and thorough indexing for easy access. Implement security measures, including access controls, to protect sensitive information. Regularly review and update the data room to maintain accuracy and compliance throughout the transaction process

Typically, the setup of a data room is handled by the project manager or an administrative team within the company involved in the transaction. Additionally, virtual data room providers often offer dedicated managers or teams to assist with the setup and configuration process.

Google Drive is not a virtual data room. While it offers file storage and sharing capabilities, it lacks the advanced security features, document management tools, and compliance measures typically found in VDRs, which are designed specifically for secure business transactions and due diligence processes.

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