Data room for an acquihire.
An acquihire data room is short and focused on people and liabilities: who the team members are and what they will sign, who owns the code, what debts and contracts the company has, and how any payment reaches investors versus employees. Buyers want the team, not the company's problems.
Acquihire room
- 01 Deal summary
- 02 Team
- 03 IP and code
- 04 Capitalization
- 05 Liabilities
- 06 Contracts
- 07 Board process
How it works for a startup.
In an acquihire, a larger company hires most of a startup's team, often taking a license or assignment of the technology and leaving the product to be shut down. Payment may come as a small purchase price for the company or its assets plus sign-on bonuses and equity grants for the employees who join.
The split between purchase price and employee compensation is sensitive. Investors with liquidation preferences may receive little if most value goes to new employment packages. Boards should document how they weighed the interests of all stockholders, and counsel often recommends a fairness process when founders are on both sides.
Buyers check fewer areas than in a full acquisition but check them closely: IP ownership, outstanding liabilities, employment agreements and restrictions such as non-solicit clauses from former employers, and any open litigation. Unwinding the company after the deal, paying creditors and filing final returns, is the seller's job.
Top 10 data rooms for this job.
Our five measures, re-weighted for acquihire. Places 11 to 17 are listed below the cards.
- Setup speed 27%
- Investor experience 12%
- Access control 25%
- Diligence tools 15%
- Startup pricing 21%
- 1 9.4/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.4/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 3 8.4/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 4 8.2/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 5 8.2/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 6 8.1/10Strong pick
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 7 8.0/10Strong pick
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 8 7.9/10Strong pick
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
- 9 7.8/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 10 7.7/10Good option
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
Show places 11 to 17
- DealRoom 7.7
- SmartRoom 7.6
- Onehub 7.4
- Digify 7.1
- ShareVault 7.1
- DocSend 6.8
- Venue by DFIN 6.6
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Structure, team members joining, timing.
Bios, roles, current agreements, any restrictive covenants from past employers.
Invention assignments, contractor terms, repository ownership, open source use.
Cap table, preference stack, waterfall for the purchase price.
Debts, leases, vendor commitments, customer obligations.
Customer contracts and termination terms, product shutdown notice plan.
Board minutes, special committee materials, investor consents.
Creditor payments, final payroll, data deletion, dissolution steps.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Viewer activity log | View-only and download control | NDA e-signing | Investor Q&A |
|---|---|---|---|---|
| Ellty | ||||
| Firmex | ||||
| iDeals | ||||
| SecureDocs | ||||
| Ansarada | ||||
| Datasite | ||||
| CapLinked | ||||
| Citrix ShareFile | ||||
| Drooms | ||||
| Intralinks |
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
- NDA e-signing
- Investors sign the NDA or click-through terms before the room opens.
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
Set up the room in 5 steps.
- 1
List the team and their terms
Which employees will join, what offers they get, and any non-compete or non-solicit clauses that could block them.
- 2
Confirm IP ownership
Gather every invention assignment and contractor agreement. Buyers will not take code with unclear title.
- 3
Model the payout
Show what investors, common holders and employees receive under the proposed split.
- 4
Document the board process
Record how the board considered alternatives and investor interests, especially if founders receive packages.
- 5
Plan the shutdown
Write a plan for customers, creditors and data, and keep it in the room for the buyer and the board.
Common mistakes.
- Founders negotiating their own packages without board oversight.
- Unpaid vendors and leases left unresolved, creating claims after the team leaves.
- Customers not given proper notice before the product shuts down.