Confirmatory diligence after the term sheet.
Confirmatory diligence is the check an investor runs after signing a term sheet and before closing, to confirm that what was pitched is true. It usually covers legal, financial and cap table verification and takes from about two to six weeks. A ready room is the best way to keep it short.
After the term sheet room
- 01 Request list
- 02 Corporate and equity
- 03 Financial confirmation
- 04 Customer contracts
- 05 IP and assignments
- 06 People
- 07 Disclosure schedule
How it works for a startup.
Once a term sheet is signed, the investor's counsel sends a diligence request list and starts drafting the financing documents. The commercial decision is mostly made; the review now confirms facts that the documents will rely on, such as the capitalization, the absence of undisclosed debt or claims, and ownership of IP.
Term sheets for priced rounds often include a no-shop clause for a set period, commonly 30 to 60 days, which stops you from talking to other investors. Every week lost to slow document collection uses up that window and gives time for terms to be reopened.
At this stage you open folders that stayed closed before: named customer contracts, full employee data, detailed IP files and code access if agreed. The room should let you release those folders to the lead investor and its counsel without exposing them to the other funds that saw the earlier materials.
Top 10 data rooms for this job.
Our five measures, re-weighted for after the term sheet. Places 11 to 17 are listed below the cards.
- Setup speed 26%
- Investor experience 15%
- Access control 21%
- Diligence tools 20%
- Startup pricing 17%
- 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
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 3 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
- 4 8.2/10Strong 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
- 5 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
- 6 8.0/10Strong 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
- 7 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
- 8 7.8/10Strong 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
- 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 7.6/10Good 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 7.6
- SmartRoom 7.5
- Onehub 7.3
- ShareVault 7.1
- Digify 7.0
- DocSend 6.7
- Venue by DFIN 6.6
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Investor counsel request list with a status column and a link to each answer.
Charter, minute book, cap table with supporting documents, prior financing sets.
Latest monthly accounts, bank statements, debt schedule, current cash balance.
Named top customer agreements now cleared for disclosure.
Assignment agreements for all contributors, IP schedule, licences.
Full employee census, key agreements, option ledger.
Draft disclosure schedule and supporting documents for each exception.
Drafts of the stock purchase, investor rights, voting and ROFR agreements, signature pages.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Investor Q&A | Viewer activity log | NDA e-signing | View-only and download control |
|---|---|---|---|---|
| Ellty | ||||
| iDeals | ||||
| Ansarada | ||||
| Firmex | ||||
| Datasite | ||||
| SecureDocs | ||||
| Citrix ShareFile | ||||
| CapLinked | ||||
| Drooms | ||||
| Intralinks |
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- NDA e-signing
- Investors sign the NDA or click-through terms before the room opens.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
Set up the room in 6 steps.
- 1
Load the request list
Turn the counsel request list into a tracker inside the room, one line per item with owner, status and link.
- 2
Open new folders to the lead only
Give the lead investor and its counsel access to the newly released folders. Leave other parties at their earlier access level.
- 3
Answer in batches
Agree on a weekly or twice weekly cadence for answers so counsel can plan its review.
- 4
Draft the disclosure schedule early
Write exceptions as diligence surfaces them so the schedule is ready when the purchase agreement is.
- 5
Collect signatures in one place
Use e-signature for consents and closing documents and file the signed copies back in the room.
- 6
Freeze the record
Export the room and Q&A at closing. It shows exactly what the investor saw before the deal closed.
Common mistakes.
- Treating the signed term sheet as the finish line and slowing down on requests.
- Opening newly released folders to every fund that saw the deck.
- Disclosure schedule written in the last two days before closing.
- Signed closing documents scattered across email threads.