Data rooms
What investors expect in a data room
Investors expect a data room that answers their standard questions without a call: a clean corporate history, a cap table that reconciles to signed documents, financials that tie to the model, and clear commercial evidence. Completeness matters less than consistency — a small room where everything agrees moves faster than a large one where two documents disagree.
Prepared by Perseids · Published · Updated
What gets checked first
| Area | What is verified | Signal it sends |
|---|---|---|
| Cap table | Does it reconcile to certificates, grants and instruments? | Whether the rest of the room can be trusted |
| Corporate | Articles, shareholders' agreement, board approvals | Whether the round can actually close |
| Financial | Accounts vs management figures vs the model | Whether the numbers in the deck are real |
| Commercial | Contracts behind headline revenue | Whether revenue is durable |
| IP & people | Assignments and key employment terms | Whether the company owns what it sells |
Cap table
- What is verified
- Does it reconcile to certificates, grants and instruments?
- Signal it sends
- Whether the rest of the room can be trusted
Corporate
- What is verified
- Articles, shareholders' agreement, board approvals
- Signal it sends
- Whether the round can actually close
Financial
- What is verified
- Accounts vs management figures vs the model
- Signal it sends
- Whether the numbers in the deck are real
Commercial
- What is verified
- Contracts behind headline revenue
- Signal it sends
- Whether revenue is durable
IP & people
- What is verified
- Assignments and key employment terms
- Signal it sends
- Whether the company owns what it sells
What slows diligence
- Option grants with no documented approval.
- Multiple versions of the cap table with no indication which is current.
- Missing signature pages on early financing documents.
- Contractor work with no IP assignment.
- Metric definitions that change between the deck and the data room.
Practical expectations
- Per-party access, so each investor sees an appropriate set.
- One current version of every document, with drafts removed.
- A named contact for questions and a Q&A log kept in one place.
- Sensible response times: gaps are read as problems.
- An access log you can review, which tells you where attention is going.
Prepared by Perseids for general information. It is not legal, tax or investment advice — confirm your specific situation with your advisers.
Frequently asked questions
- How much should be in the data room at first contact?
- Enough to support the deck: corporate documents, cap table, financials and a handful of key contracts. Deeper legal and customer material can follow once a term sheet is in play.
- Is it acceptable to redact customer contracts?
- Commonly yes for commercially sensitive terms early on, provided the redaction is explained and the full version follows under a confidentiality arrangement at the appropriate stage.
Put this into practice with Perseids.
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