Sell-side data room organization framework. Eight folders covering 80 line items, each tagged CRITICAL / NICE-TO-HAVE / NEVER and with a status checkbox column so you can run the data room as a project.
The NEVER tag is the part worth paying attention to. Most data room checklists tell you what to include; far fewer tell you what to keep out. Over-disclosure in a sell-side process creates diligence questions you did not need to answer and hands the other side material you were not obliged to provide. Tagging every line as critical, nice-to-have or never means the decision is made deliberately once, in advance, rather than improvised under time pressure by whoever is uploading files at eleven at night.
The eight folders follow the order diligence teams actually work through a room, and the status checkbox against each line lets you track what is requested, in progress and complete without maintaining a separate tracker.
Everything quoted here is measured from the file itself rather than described from memory: the document contains 88 structured table rows, 80 checkboxes and 276 paragraphs. Nothing is locked, hidden or password protected, so every folder, line item and tag can be edited to fit your transaction.
How to put it to work. Walk the whole checklist before you open the room and set the tag on every line for your specific deal – the defaults are a sensible starting point, not a ruling. Assign an owner per folder, because the single most common cause of a slow data room is that nobody owns the awkward folder. Then work the checkboxes as a project plan, and keep the completed sheet as the index you hand to your adviser.
What this is and is not. It is an organisational framework and a disclosure-discipline tool. It is not legal advice, and what you are obliged or permitted to disclose in a given transaction is a question for your counsel, not a checklist. Nothing here replaces the request list your buyer will actually send.
Typical users are founders and finance leads preparing for a raise or a sale, and the advisers running the process alongside them. It is delivered as a single Microsoft Word file, and opens in Word, Google Docs and Pages without conversion.
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Source: Best Practices in Due Diligence, Financing Word: Investor Data Room Checklist Word (DOCX) Document, ModelStack
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