Data Room Index and Disclosure Checklist

Two working tools for the due diligence stage of a sale. The data room index gives a standard, numbered folder structure (13 sections, over 100 document types) so that buyers can find what they need and you can see what is missing. The disclosure checklist guides you through preparing the disclosure letter – the document that qualifies the warranties in the sale agreement and is your main protection against claims after completion.

• When setting up a virtual data room for buyer due diligence (ideally before heads of terms are signed)
• When answering a buyer’s due diligence questionnaire
• When preparing the disclosure letter with your solicitor

• Create the folders in your data room using the reference numbers shown
• Upload documents, record the date and access level, and note any gaps
• Use the Q&A log to track questions and answers
• Work through the disclosure checklist with every member of your management team