M&A Playbook

Objectives

• Support due diligence for buyers, sellers, and advisors.
  
• Centralize thousands of files into a coherent structure.
  
• Control visibility so sensitive financials and contracts remain protected.
  
• Provide an audit trail for negotiations and disclosures.
  

Recommended Folder Tree

• Corporate Governance
  
  • Articles of Incorporation
    
  • Board Minutes
    
  • Shareholder Agreements
    
• Financial Information
  
  • Annual Statements
    
  • Tax Records
    
  • Forecasts & Models
    
• Contracts
  
  • Customer Agreements
    
  • Supplier Agreements
    
  • Leases
    
• HR & Employment
  
  • Key Staff Agreements
    
  • Benefits Plans
    
  • Organization Charts
    
• Intellectual Property
  
  • Patents
    
  • Trademarks
    
  • Copyrights
    
• Litigation & Compliance
  
  • Pending Claims
    
  • Licenses
    
  • Regulatory Filings
    

Permission Model

• Admin: Deal room managers; full control.
  
• Seller Team: Upload and organize; cannot delete after review begins.
  
• Buyer Advisors: View/download selective folders.
  
• Buyer Executives: Narrow access to final reports and summaries.
  
• External Counsel: Access to legal folders only.
  Least-privilege note: give buyers only what is necessary for diligence stage.
  

Intake Checklist

1. Verify corporate charters.
   
2. Assemble audited financial statements.
   
3. Collect current budgets and forecasts.
   
4. Upload material contracts.
   
5. Add property leases.
   
6. Organize IP registrations.
   
7. Compile employment agreements.
   
8. Gather litigation history.
   
9. Review compliance licenses.
   
10. Confirm tax filings.
    
11. Prepare insurance documents.
    
12. Ensure naming consistency across folders.
    

Phase Timeline

• Discovery: Sellers load core documents; buyers request missing items.
  
• Review: Advisors conduct diligence; clarifications exchanged.
  
• Finalization: Disclosures confirmed; reports generated; room archived.
  

Risks & Mitigations

• Risk: Over-disclosure too early.
  
  • Mitigation: Stage access in waves, expanding gradually.
    
• Risk: Buyers lose track of versions.
  
  • Mitigation: Apply version control with clear labels.
    
• Risk: Confidential leaks.
  
  • Mitigation: Use watermarking and audit logs.
    

Success Markers

• Folders mirror due diligence checklists.
  
• Buyers report clarity, not confusion.
  
• Minimal duplicate requests.
  
• Audit log demonstrates complete oversight.
  

---

Fundraising Playbook

Objectives

• Present company story to investors with transparency.
  
• Streamline communication across early and late rounds.
  
• Protect sensitive metrics while sharing high-level data widely.
  
• Enable quick updates when investor questions arise.
  

Recommended Folder Tree

• Company Overview
  
  • Pitch Decks
    
  • Executive Bios
    
• Financial Performance
  
  • Historical Statements
    
  • Revenue Models
    
• Market Data
  
  • Research Reports
    
  • Competitive Analysis
    
• Product & Technology
  
  • Product Roadmap
    
  • Intellectual Property Summaries
    
• Legal & Governance
  
  • Charter Documents
    
  • Shareholder Agreements
    
• Customer References
  
  • Testimonials
    
  • Case Studies
    

Permission Model

• Admin: Founders or CFO.
  
• Prospective Investors: Read-only access to overview and financials.
  
• Lead Investor Counsel: Wider access to legal and governance.
  
• Advisors: Limited access to relevant sections.
  Least-privilege note: early-stage investors may only need pitch decks; detailed financials come later.
  

Intake Checklist

1. Update latest pitch deck.
   
2. Prepare historical revenue data.
   
3. Summarize forward projections.
   
4. Add market studies.
   
5. Provide product descriptions.
   
6. Verify IP filings.
   
7. Upload governance documents.
   
8. Add customer references.
   
9. Include press coverage.
   
10. Create cap table.
    
11. Check consistency in naming.
    
12. Review confidentiality disclaimers.
    

Phase Timeline

• Discovery: Investors access pitch deck and summary materials.
  
• Review: Lead investors conduct deeper diligence.
  
• Finalization: Agreements negotiated; data room archived.
  

Risks & Mitigations

• Risk: Sharing sensitive financials too broadly.
  
  • Mitigation: Use tiered permissioning.
    
• Risk: Confusing investors with outdated materials.
  
  • Mitigation: Regularly update room; archive old decks.
    
• Risk: Data overload.
  
  • Mitigation: Highlight “start here” folder.
    

Success Markers

• Investors access without confusion.
  
• Questions focus on strategy, not missing files.
  
• Room updates are smooth and timely.
  
• Audit logs show consistent, proper access.
  

---

Litigation Playbook

Objectives

• Provide organized repository for case files.
  
• Maintain strict chain of custody for evidence.
  
• Support collaboration across legal teams and expert witnesses.
  
• Track access for accountability.
  

Recommended Folder Tree

• Case Overview
  
  • Pleadings
    
  • Court Filings
    
• Evidence
  
  • Exhibits
    
  • Depositions
    
  • Transcripts
    
• Legal Research
  
  • Case Law
    
  • Briefs
    
• Expert Reports
  
• Correspondence
  
• Settlement & Negotiations
  

Permission Model

• Admin: Lead counsel.
  
• Internal Legal Team: Full access to case files.
  
• External Counsel/Experts: Restricted folders only.
  
• Client: High-level summaries only.
  Least-privilege note: evidence folders limited to those directly handling them.
  

Intake Checklist

1. Collect pleadings and filings.
   
2. Upload evidence logs.
   
3. Scan and tag exhibits.
   
4. Organize deposition transcripts.
   
5. Add legal research memos.
   
6. Upload expert opinions.
   
7. Store client communications.
   
8. Ensure metadata scrubbed.
   
9. Apply watermarking.
   
10. Prepare privilege log.
    
11. Establish chain of custody folder.
    
12. Review folder permissions.
    

Phase Timeline

• Discovery: Evidence and filings uploaded.
  
• Review: Counsel and experts analyze documents.
  
• Finalization: Case resolved or settled; room archived.
  

Risks & Mitigations

• Risk: Loss of chain of custody.
  
  • Mitigation: Apply strict audit logging.
    
• Risk: Unauthorized disclosure.
  
  • Mitigation: Role-based access with MFA.
    
• Risk: Confusion with multiple versions.
  
  • Mitigation: Controlled versioning rules.
    

Success Markers

• All evidence traceable through logs.
  
• Counsel finds documents quickly.
  
• Experts access only their relevant sections.
  
• Client confident in confidentiality.
  

---

Real Estate Playbook

Objectives

• Centralize property documents for buyers, sellers, and agents.
  
• Provide disclosures in an orderly, transparent way.
  
• Reduce delays from missing contracts or inspections.
  
• Build trust by controlling access and maintaining logs.
  

Recommended Folder Tree

• Property Information
  
  • Titles & Deeds
    
  • Zoning Records
    
• Financials
  
  • Rent Rolls
    
  • Operating Expenses
    
• Contracts
  
  • Leases
    
  • Purchase Agreements
    
• Inspections & Reports
  
  • Environmental
    
  • Structural
    
• Compliance
  
  • Permits
    
  • Certificates of Occupancy
    
• Marketing Materials
  
  • Photos
    
  • Brochures
    

Permission Model

• Admin: Broker or seller.
  
• Prospective Buyers: Read-only access to disclosures.
  
• Buyer Counsel: Wider access to contracts.
  
• Inspectors: Upload access to inspection reports only.
  Least-privilege note: prospective buyers see general data; contracts restricted until serious intent.
  

Intake Checklist

1. Upload deeds and titles.
   
2. Confirm zoning compliance.
   
3. Add rent rolls.
   
4. Provide expense reports.
   
5. Collect lease agreements.
   
6. Upload inspection results.
   
7. Add environmental studies.
   
8. Include permits.
   
9. Prepare photos and brochures.
   
10. Review confidentiality disclaimers.
    
11. Standardize naming.
    
12. Verify folder taxonomy matches buyer needs.
    

Phase Timeline

• Discovery: Property information uploaded.
  
• Review: Buyers and counsel analyze leases, expenses, and reports.
  
• Finalization: Negotiations conclude; closing documentation archived.
  

Risks & Mitigations

• Risk: Missing disclosures delaying deals.
  
  • Mitigation: Intake checklist verified before opening access.
    
• Risk: Sensitive tenant data over-shared.
  
  • Mitigation: Redact and restrict.
    
• Risk: Unclear file names.
  
  • Mitigation: Consistent taxonomy.
    

Success Markers

• Buyers report transparency and easy navigation.
  
• No delays caused by missing files.
  
• All inspection and compliance documents verified.
  
• Logs show controlled, staged access.
  

---

What to Prepare Before Inviting Reviewers

Regardless of the use case, always prepare:

• A clearly labeled folder structure.
  
• A naming convention agreed internally.
  
• Permissions mapped to roles with least privilege in mind.
  
• Sensitive files watermarked.
  
• Redundant drafts archived or removed.
  
• Intake checklist completed.
  
• Test login performed by an internal reviewer.
  

A communication plan for answering reviewer questions.