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Berkonomics

Start a deal room and keep it current.

Maybe you have not heard the term, “deal book.”  That’s a comprehensive piece on a company for use by a buyer in determining fit.   A “deal room” is an electronic or physical space dedicated to storing the massive amounts of data to be used in due diligence by a buyer, lender or by an investor.

Deal rooms contain access to or copies of all significant contracts with suppliers, customers, consultants, and others.  All corporate governance documents, from incorporation articles to minutes of all meetings of the board are maintained in the deal room.   Up-to-date insurance policies, leases, financial documents and schedules such as fixed assets are copied here.   Copies of intellectual property filings such as patents, copyrights and trademarks, all owned URL addresses, and even copies of source code, may be resident in the deal room, dependent upon the type of buyer.  Current documents relating to any lawsuits by or against the company are maintained there as well.

Cashing_OutIn this day of electronic record-keeping, access to the deal room is available remotely by a buyer with appropriate access, saving the long and expensive personal visits by lawyers, accountants and others to the seller’s facility.   Well-maintained deal rooms enhance a company’s image with a buyer, quicken the pace of the deal, help maintain secrecy from employees while due diligence is in process, and lower the stress levels of all parties during the process.

[Email readers, continue here…] But maintaining such an electronic or physical facility is time-consuming and costly.  The question is whether to start this exhausting process early in the life of a corporation, or rush to complete it when a deal is identified or the run to a sale is imminent.

Because deal rooms have multiple applications, the best advice is to begin the process right after incorporation and make keeping it current a continuing job of your financial senior management.  Whether it means copying physical printouts and creating volumes in three-ring binders or scanning documents and creating electronic folders, incremental additions are much easier to make than an all-out run at the finish.

Bankers, investors, strategic partners, and ultimately your buyer or even attorneys providing opinions for an IPO, will all be most impressed by your thoughtful early management decision to make their lives easier and their job more productive.

  • Very good advice. Some other observations:

    The sale of the company can be threatening for employees who fear being downsized. If you are always collecting documents you can be stealthier, instead of asking all departments for all documents on short notice, which can shake things up.

    The sale of a company is often a long and complex negotiation, with many levers applied, fair or not. Opening yourself up to complaints from a buyer over incomplete or missing diligence items can cost a seller needlessly in deal points or even a reduced purhase price.

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