Module 2 · Chapter 4

The Data Room and the Q&A

Most of a review happens in two places: an online room of the seller's documents and a written list of questions. This chapter shows how both work, and how they found the deal's biggest problem.

≈ 12 min read 8-question test

In this chapter

  • How a data room is built, numbered and controlled
  • Why every late upload gets a second read
  • How to ask the seller questions that get real answers

4.1The data room in one paragraph

A virtual data room (VDR) is a secure website where the seller puts the documents for a deal. The seller's side runs it and decides who sees what. The buyer's advisers read the documents there, and the website logs every upload, view and download with its date.

On Sunrise the room held 1,247 documents in twelve folders (report Appendix A). Meridian's lawyers, Farrow & Kent, checked each document before it went in, and Atlas's team read as guests.

Key point

Treat everything in the data room and the Q&A as evidence in waiting. On any day of the review, you should be able to say what had been disclosed by then, and where it is.

Also in this chapter

  1. How the index names every document
  2. Who sees what, and who is watching
  3. The room as the record of what was disclosed
  4. Why every late upload gets a second read
  5. How to ask a question the seller must answer
  6. Grading and chasing answers
  7. What one question taught the team
  8. Your job

Preview

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