Module 2

Requests and the data room: the request list, the index, tracking and the question log

A diligence review starts with a list. The buyer’s lawyers send the seller a request list that says what documents and information the buyer wants. The seller assembles them in a data room. The review team reads what is there, asks questions about what is missing or unclear and keeps going until the time runs out or the picture is complete. This sounds administrative, and it is the part of the process where most of the avoidable errors happen: requests that are too long to be answered or too vague to be useful, documents that are in the room but not in the index, items that were requested and never delivered and nobody noticed, questions that were answered orally and never recorded. A data-minded lawyer treats the request list as a database: each item has an owner, a priority, a status and a date. This module teaches how to build a request list that fits the deal, how to organise and index the room, how to track completeness honestly, how to run a question log that creates a record and how data room access, watermarks and staged disclosure protect the seller and the buyer. It ends with a Request List Tracker that you can use on an invented deal.

General education on legal due diligence, using invented companies, contracts, people and figures. It states common practice in simplified form and does not describe any one country's law, which differs and changes; rules on disclosure, the effect of a buyer's knowledge, privilege, data protection, competition law and liability in particular vary. It is not legal advice, and it does not replace advice from a qualified lawyer on a real transaction.