Data room for a sell-side process.
A sell-side data room supports a structured auction: a teaser and NDA, a confidential information memorandum and first-round room for indications of interest, a full room for final bidders, and a clean confirmatory phase with the winner. Each bidder gets its own group and Q&A, and the seller controls what moves between phases.
Sell-side process room
- 00 Process letters
- 01 CIM and management presentation
- 02 Financial
- 03 Commercial
- 04 Corporate and equity
- 05 Contracts
- 06 IP and technology
How it works for a startup.
Many venture-backed companies sell through an investment bank or M&A adviser who runs a competitive process. The adviser prepares a teaser and a confidential information memorandum, contacts strategic and financial buyers, and collects indications of interest. A shorter list moves to management presentations and full diligence before final bids.
Competition protects price, but only if bidders cannot see each other. Every bidder should have its own access group, its own Q&A thread and identical core documents. The access log tells the adviser which bidders are serious, based on what they read and how often.
Seller-side preparation decides the timeline. Companies that run their own legal and financial clean-up before launch, and sometimes commission a quality of earnings report, move faster and give bidders fewer reasons to reduce price.
Top 10 data rooms for this job.
Our five measures, re-weighted for sell-side process. Places 11 to 17 are listed below the cards.
- Setup speed 17%
- Investor experience 15%
- Access control 29%
- Diligence tools 26%
- Startup pricing 13%
- 1 9.2/10First-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 8.5/10First-rate
- 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
- 3 8.5/10First-rate
- 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 8.3/10Strong 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
- 5 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
- 6 8.0/10Strong 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
- 7 7.9/10Strong 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
- 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
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 10 7.7/10Good option
- Quote only
- Demo, no trial
- 7/12 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
- Citrix ShareFile 7.5
- ShareVault 7.1
- Onehub 6.8
- Venue by DFIN 6.7
- Digify 6.6
- DocSend 6.1
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Bid instructions, timetable, rules for contact with management.
Information memorandum and slides.
Statements, monthly results, quality of earnings report if prepared.
Revenue by customer, market data, pipeline, pricing.
Corporate records, cap table, financing documents, waterfall.
Material contracts indexed with change of control and assignment notes.
IP schedule, assignments, architecture, security reports.
Anonymised census, key employee agreements, benefits.
Litigation, tax returns, privacy, regulatory.
Customer names, named compensation and source code access arrangements.
Seller draft merger agreement and disclosure schedules.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Investor Q&A | Viewer activity log | View-only and download control | Dynamic watermarks | In-app redaction |
|---|---|---|---|---|---|
| Ellty | |||||
| Datasite | |||||
| iDeals | |||||
| Ansarada | |||||
| Firmex | |||||
| Drooms | |||||
| Intralinks | |||||
| CapLinked | |||||
| SecureDocs | |||||
| SmartRoom |
- 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.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- In-app redaction
- Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.
Set up the room in 6 steps.
- 1
Clean up before launch
Fix the cap table, contracts and IP gaps, and consider a sell-side quality of earnings report.
- 2
Build phase folders
First-round folders for all bidders, final-round folders opened only to the short list.
- 3
One group per bidder
Separate access and Q&A for each bidder, so no one sees another's questions or presence.
- 4
Use activity data
Review which bidders open which folders to judge interest before the next round.
- 5
Redact until final round
Hide customer names and personal data in early phases and lift redactions for the finalists.
- 6
Close cleanly
Revoke losing bidders' access promptly, request certificates of destruction, and archive the room.
Common mistakes.
- Launching with an unreconciled cap table that later delays signing.
- Shared Q&A that reveals one bidder's questions to another.
- Leaving losing bidders with access after the process ends.