There are many pitfalls and obstacles to bear in mind when setting up a professional transaction data room.

1. 3 Steps to a well structured
transaction data room
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2. A poorly organised data room can result in a reduction
in the sale price of anything up to and beyond
Source: 2012 study from REAG and Drooms®
20%

3. Common Mistakes
 Documents are incomplete
and not up to date.
 Vendor due diligence has not
been completed before
bidders enter the data room.
 Missing documentation is
continually uploaded during
the data room due diligence
phase.

4. Description of the Process in 3 Steps
Request for
Documents
Data
Collection
Vendor
Due
Diligence

5. Step 1
Request for Documents

6. Index
 Legal and financial advisors should be responsible for selecting
the relevant documents.
 It‘s best to use a standard index template that can then be
modified.
 The organisation and structure of documentation is commonly
dependent on the particular phase of the transaction

7. Sources
 The document Sources need to be identified.
 Documents often need to be collected from a variety of
sources/people.
 Document requests from public authorities are particularly
time-critical.

8. Team and Schedule Planning
 Appoint team members and team leader.
 Use an NDA (non-disclosure agreement).
 Team members need to be informed well in advance.
 Monitoring of timetable.

9. Step 2
Data Collection

10. Organisation
Centralise the data: Assemble of all the data in one central
location.
Decentralise the data upload: Individual team members manage
and directly populate specific elements in a data room.

11. Physical and Digital Documents
 Make use of barcode sheets for physical documents.
 Naming digital documents so that they are matched with
corresponding target index points in the data room.

12. Progress Monitoring
 Monitor current status of data
collection.
 Progress reporting can be
organised and presented in a
variety of ways.

13. Populating the Data Room
 Documents should be fed directly into the data room.
 Specialised staff should be given access to conduct vendor due
diligence.

14. Step 3
Vendor Due Diligence

15. Vendor Due Diligence
 Should be completed prior to bidder due diligence.
 A dual-control principle is recommended in which a specialist in
charge (e.g. for accounting) uploads the material and the project
manager approves their release.