Glossary · Due diligence

Dataroom (VDR)

A dataroom is the secure online space where the seller organises every due-diligence document for buyers and their advisors — typically 200-500 documents in a Benelux SME transaction.

Definition

The dataroom is literally where the deal lives or dies: buyers go in hunting for risks that justify a lower price, sellers organise content so risks land in context. A good dataroom is hierarchical (Corporate, Financial, Legal, HR, Commercial, IT, Operations) with an index numbering every document.

Best practice: prepare proactively, not reactively. Sellers who only open the dataroom post-LOI add 6-12 weeks to the DD timeline and give buyers room to lose nerve. A vendor-DD dataroom prepared months before the LOI compresses DD to 4-6 weeks and signals seriousness to the market.

When it matters

Mandatory on any deal above €500k. VDR tools (Datasite, Intralinks, Drooms, Firmex) typically cost €2-8k for the deal lifetime. For smaller deals a strictly configured Google Drive or SharePoint works, provided watermarks and an audit log are in place.

Read: SME dataroom checklist

Frequently asked

What goes in the dataroom at minimum?: Corporate (articles, UBO), financial (3-year accounts, balances, VAT filings), legal (key contracts, disputes, IP), HR (top employment contracts), commercial (top 10 customers/suppliers), IT (systems, security, GDPR), and operational KPIs.
Who gets access?: Typically only signed buyer(s) post-NDA + LOI, plus their M&A advisor, lawyer, accountant and possibly IT-DD party. Access is tiered: financial DD sees financial folders, legal DD sees legal, and so on.
What is a vendor-due-diligence dataroom?: The seller proactively commissions an independent audit firm or M&A house to perform a DD, drops the report in the dataroom, and compresses the timeline. Especially useful in competitive auctions.
How long do I keep the dataroom open?: Until signing. Then typically 30-60 days for post-closing conditions. Archive the final snapshot 5-10 years against potential R&W claims.

Related terms

Letter of Intent (LOI)— A Letter of Intent is a typically non-binding term sheet capturing the headline commercial…
Vendor due diligence— Vendor due diligence (VDD) is a due diligence the seller commissions from an independent…

Definition

Frequently asked

What goes in the dataroom at minimum?

Corporate (articles, UBO), financial (3-year accounts, balances, VAT filings), legal (key contracts, disputes, IP), HR (top employment contracts), commercial (top 10 customers/suppliers), IT (systems, security, GDPR), and operational KPIs.

Who gets access?

Typically only signed buyer(s) post-NDA + LOI, plus their M&A advisor, lawyer, accountant and possibly IT-DD party. Access is tiered: financial DD sees financial folders, legal DD sees legal, and so on.

What is a vendor-due-diligence dataroom?

The seller proactively commissions an independent audit firm or M&A house to perform a DD, drops the report in the dataroom, and compresses the timeline. Especially useful in competitive auctions.

How long do I keep the dataroom open?

Until signing. Then typically 30-60 days for post-closing conditions. Archive the final snapshot 5-10 years against potential R&W claims.