Investments in any startup are becoming more and more challenging. I have been asked by several entrepreneurs in our space what I would recommend they keep in a Virtual Data Room (VDR). This is a natural part of digging deeper into the details of a company for any investor.

The term data room goes back to the days of having physical rooms of filing cabinets and folders that contained key information where investors could go to gain knowledge about a company.

A data room is an important part of this process because it lets people share and look over confidential documents about the deal. In this article, we will discuss the key steps to structuring a data room for due diligence.


In today’s competitive business landscape, external dilutive investment has become a popular way for companies to grow and expand their operations. However, these transactions come with their own set of risks and uncertainties, which is why due diligence is a critical process for investors. At the heart of due diligence lies the data room, which serves as a repository for confidential documents related to the transaction. In this article, we will explore the importance of structuring a data room for due diligence and outline the key steps involved in the process.

What is Due Diligence?

Due diligence is the process of looking into a business or asset before deciding to invest in it. This process helps the investor assess the risks and benefits of the transaction and identify any potential red flags that may impact the deal.

Why is a Data Room Important?

In the context of due diligence, a data room is an important tool that lets the parties share and look over confidential documents related to the transaction. The data room provides a secure online environment where all the relevant information can be stored and accessed by authorized users while ensuring that the confidentiality and integrity of the documents are maintained.

What are the Benefits of a Well-Structured Data Room?

A well-organized data room can help both the investor and recipient in many ways. First, it can speed up the due diligence process by putting documents in a way that makes sense and makes them easy to find. Second, it can help reduce the risk of data breaches or unauthorized access by putting in place the right security controls and access controls. Finally, it can help build trust and confidence between the parties by demonstrating a commitment to transparency and professionalism.

Step 1: Determine the Scope of the Data Room

  • Identify the relevant documents
  • Classify the documents based on their nature and confidentiality level
  • Determine the access rights of the users

Step 2: Organize the Documents

  • Create a logical folder structure
  • Use consistent naming conventions
  • Ensure version control and document tracking

Step 3: Prepare the Documents

  • Remove irrelevant and outdated documents
  • Redact confidential information
  • Provide a summary or index for complex documents

Step 4: Test and Verify

  • Conduct a trial run of the data room
  • Verify the access rights and permissions
  • Ensure the documents are properly indexed and searchable

Step 5: Monitor and Update

  • Track user activity and document views
  • Update the data room regularly
  • Remove unnecessary documents and folders

Sample Structure and Process

Initially, when setting up the data room, you want to create a logical process for investors to follow, so you would create a series of folders on a Google Drive, Dropbox, or Box account.  Individuals that have access to this structure should have an NDA in place with your organization and have asked to see your Virtual Data Room (VDR).  

Sample Structure

For each bold item below, create a folder.  If there are a bunch of documents that need organization, feel free to create sub-folders, but it is not necessary. Additionally, if you plan on creating a document but do not have it yet, place a placeholder document in the folder so that the investor knows that you did not simply forget it.

  1. Background Literature
    • Market Research
    • Current articles about upcoming drugs/technology that will be similar
    • Competitive Analysis (if it exists)
  2. Pitch Decks (Confidential/Non-Confidential)
  3. Company Documents
    • Amended & Restated Articles of Incorporation (all versions)
  4. Intellectual Property and Licenses
    • Granted and filed patents
    • Trademarks
    • IP strategy
  5. Detailed Budget and Addressable Market
  6. Awards/Funding
  7. CAP Table (Equity)
    • Voting Agreement(s)
    • Investor Rights Agreement(s)
    • First Refusal and Co-Sale Agreement(s)
    • Stock Purchase Agreement(s)
    • Capitalization Table
  8. Partners
  9. Staff
    • Bio’s, Resume’s or CV’s for the executive team.  

Once you create the structure outlined above, you are going to copy this structure for each investor who asks for access to the folders.  Only grant access to one investor at a time to one group of investors.  This way, you can grant and remove access just for those investors who have completed their due diligence.  


In conclusion, a well-structured data room is critical to the success of due diligence in investor transactions. By following the steps outlined in this article, you can ensure that your data room is organized, secure, and user-friendly.


What is the purpose of due diligence?

Due diligence is the process of evaluating a business or asset before making a decision to invest or acquire it. This process helps the investor or acquirer assess the risks and benefits of the transaction.

How does a data room work?

A data room is a secure online repository that allows parties to share and review confidential documents related to a transaction. The data room owner controls access to the documents and can monitor user activity.

Who typically manages the data room?

The data room is typically managed by the seller or the seller’s advisors, but in some cases, the buyer may take over the management of the data room.

How long should a data room be kept open?

The data room should be kept open for as long as necessary to complete the due diligence process, but typically no longer than 60-90 days.

What happens to the documents after the transaction is completed?

The documents in the data room are typically deleted or returned to their respective owners after the transaction is completed.

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