How to set up a data room for your sale

A structure that is easy to review

Separate corporate, financial, tax, employment, commercial, operational, IT and environmental information as relevant. Use a stable index numbering and link every request to a document or an answer.

Do not upload files without reviewing them. An old duplicate, an incomplete schedule or a figure that does not match can create more questions than a clear answer.

Staged access

Not every buyer needs to see the same thing at the same time. Use groups, permissions, watermarks, activity logs and download restrictions. Open sensitive information only when the stage and the party require it.

With a competitor, consider anonymising, aggregating or using a clean team for pricing, customer, margin and strategy data. Sharing that kind of information with a competitor too early can also raise competition law issues.

Version control

Name files with a date and version, remove superseded ones and keep a change log. Run all questions and answers through one log so there are no contradictory explanations.

Material answers should be reviewed by your finance lead and your lawyer. An improvised answer can end up in the disclosure letter or the warranties.

Review before opening

Look for inconsistencies, personal data, trade secrets, expired contracts, missing signatures and file metadata. Anonymise or restrict access where appropriate, in line with UK GDPR, and record why any file is missing.

When the process ends

Freeze the data room, keep the index and access log, and apply the return or destruction terms in the NDA. The data room is often referred to in the disclosure letter, so keep a controlled archive copy, for example on a USB drive or a secure download, attached to the completion documents.