Which documents does a buyer expect?
- Financial: annual accounts for the last three years, management accounts and monthly figures, working capital, debt and debt-like items, and the adjustments behind the EBITDA in the information memorandum.
- Commercial: a customer list with revenue per customer, the largest customer contracts, pricing and discounts, churn.
- Legal: corporate documents, material contracts and their change-of-control clauses, guarantees, disputes.
- Tax: returns and assessments, open positions, the group structure.
- HR: contracts of key people, pension arrangements, collective labour agreements.
- Operational: key suppliers, single points of failure, lead times.
- Technology and AI: licences, who owns the data, which models the business depends on.
The exact list follows the deal. A capital raise asks for a use-of-funds plan, a sale for the order book.
What if a document is there but does not answer the question?
Then a buyer reads it as a gap, and asks. A customer list without revenue per customer is the typical case: present in the room, useless for the question a buyer has.
What about figures that contradict each other?
Revenue in the management accounts that differs from the annual accounts. A headcount in the HR export that does not match payroll. A buyer will find both sources. Find them first, and have the explanation ready.
Why is a missing document so hard to spot?
Because an absence leaves no trace. The contract nobody filed, the year missing from the payroll export: there is no passage to quote, so nobody stumbles on it while reading. It only shows when the room is checked against a list of what a buyer expects.
When should a seller start?
Early enough that the answer to a finding can still be “we fixed it”. Once the data room is live, the honest answer becomes “we know, and here is the context”. Both work. The first is worth more.
How does Factum check a data room?
Factum reads the room the way a buyer will: what is still missing, what does not add up, and which risks a buyer will raise. Every point goes to your team first, because a contract filed inside another file can show as missing.
It does not replace a vendor due diligence report from an adviser, and it is not a clean-up service. It names what is missing; obtaining it stays with the seller. See what AI can’t do.
For sell-side brokers
- Your client’s room read the way a buyer will read it, before the buyer does.
- Missing documents and open questions go to your client as one request, inside the platform.
- Figures that contradict each other, with both sources named.
- Your team judges each point. Factum signs nothing off.
More on Factum for sellers and brokers.