Running the company

Working with startup law firms.

Startup law firms run financings, exits and corporate housekeeping, and they need the company's records constantly. A company-owned data room that counsel can work in, with a separate privileged folder, keeps the minute book current, makes closing sets easy to file and means you keep your records if you change firms.

Folder index

Working with lawyers room

  1. 01 Engagement
  2. 02 Corporate records
  3. 03 Equity
  4. 04 Closing sets
  5. 05 Contracts under review
  6. 06 Regulatory filings
  7. 07 Privileged

How it works for a startup.

Most venture-backed startups use an outside firm as general counsel. The firm forms the company, papers option grants, runs each round and later the sale. Some firms provide their own deal rooms for transactions. That works for one deal, but when the records live only in the firm's system, the company depends on the firm to find its own history.

A company-owned room fixes this. Counsel gets access to the corporate and equity folders and adds closing sets after each financing. Investor counsel gets access to a copy of the diligence folders during a round. Privileged advice sits in its own folder, never shared with investors or buyers unless counsel says so.

Lawyers are also heavy users of Q&A and redaction. During a round or sale they manage the request list, review what goes out and redact customer data or personal details. Give them editor rights on the folders they manage and keep owner rights with the company.

Top 10 data rooms for this job.

Our five measures, re-weighted for working with lawyers. Places 11 to 17 are listed below the cards.

  • Setup speed 20%
  • Investor experience 13%
  • Access control 26%
  • Diligence tools 22%
  • Startup pricing 18%
  1. 1
    Ellty logo

    Ellty

    Since 2020 · Australia

    9.1/10First-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. 2
    Ansarada logo

    Ansarada

    Since 2005 · Australia

    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
  3. 3
    iDeals logo

    iDeals

    Since 2008 · United Kingdom

    8.2/10Strong 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. 4
    Firmex logo

    Firmex

    Since 2006 · Canada

    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. 5
    Datasite logo

    Datasite

    Since 1999 · United States

    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. 6
    SecureDocs logo

    SecureDocs

    Since 2012 · United States

    7.9/10Strong 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
    Citrix ShareFile logo

    Citrix ShareFile

    Since 2005 · United States

    7.8/10Strong 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. 8
    CapLinked logo

    CapLinked

    Since 2010 · United States

    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. 9
    Drooms logo

    Drooms

    Since 2001 · Germany

    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. 10
    DealRoom logo

    DealRoom

    Since 2012 · United States

    7.7/10Good option
    • Quote only
    • Free trial offered
    • 6/12 feature checks
    • Investor Q&A
    • Dynamic watermarks
    • View-only and download control
    • Viewer activity log
    • SOC 2
    • ISO 27001
Show places 11 to 17
  1. Intralinks 7.6
  2. SmartRoom 7.5
  3. Onehub 7.1
  4. ShareVault 7.1
  5. Digify 6.8
  6. Venue by DFIN 6.6
  7. DocSend 6.3

Folder index.

A starting structure for this room. Rename folders to fit your company and keep the numbers.

01 Engagement

Engagement letters, fee arrangements, conflict waivers.

02 Corporate records

Charter, bylaws, minute book, consents, good standing.

03 Equity

Option plan, grant documents, stock ledger, 83(b) elections.

04 Closing sets

Executed documents from each financing and transaction, one folder per deal.

05 Contracts under review

Agreements sent to counsel for review, with redlines.

06 Regulatory filings

Form D, state blue sky notices, foreign qualifications.

07 Privileged

Legal advice and memos, restricted to the company and counsel.

08 Disputes

Claims, demand letters and litigation files.

09 Deal rooms

Current round or sale request list and responses, opened to the other side.

Need every file by stage? Use the startup data room checklist.

Must-have features.

ProviderIn-app redactionInvestor Q&AViewer activity logNDA e-signing
Ellty
Ansarada
iDeals
Firmex
Datasite
SecureDocs
Citrix ShareFile
CapLinked
Drooms
DealRoom
In-app redaction
Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.
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.

Set up the room in 6 steps.

  1. 1

    Keep the room in the company's name

    Open the room under a company account with founders as owners, and invite counsel as editors.

  2. 2

    Ask for closing sets

    After each financing or transaction, ask counsel to upload the full executed set into its own folder.

  3. 3

    Separate privileged material

    Create a privileged folder for legal advice that is never added to investor or buyer groups.

  4. 4

    Use counsel for redaction

    Let counsel redact customer and personal data before folders open to the other side.

  5. 5

    Run deals in Q&A

    Have investor or buyer counsel raise requests in the room so answers and approvals are recorded.

  6. 6

    Review annually

    Once a year, check with counsel that the minute book, cap table and filings are complete.

Common mistakes.

  • Records held only in a former law firm's system.
  • Privileged memos placed in folders shared with investors.
  • Closing sets never filed, so the next round starts with a document hunt.
  • Counsel given owner rights and the founders locked out of settings.

Questions founders ask

Should the company or the law firm own the data room?
The company, in most cases. Counsel can work in it with editor rights, and the records stay with the company if it changes firms.
Does sharing a document in a data room waive privilege?
It can, if privileged material is shared with third parties such as investors. Keep legal advice in a restricted folder and ask counsel before sharing it.
What is a closing set?
The full set of executed documents from a financing or transaction, assembled by counsel after closing. It belongs in the room as a permanent record.

Keep reading.

Find a data room for your round.

Four questions, about 30 seconds.

Question 1 of 4What is the room for?