Data Room Checklist: What to Include for Corporate Transaction Success

Updated: Dec 28 ‘23 Published: Dec 28 ‘23 41 min read

A virtual data room (VDR) is a surefire way to smoothly conduct the due diligence (DD) process. It allows businesses to collaborate and manage confidential documents in a synced ecosystem with bank-grade security.

VDRs also provide templates to help companies conduct business assessments. Companies also develop proprietary due diligence checklists to enhance VDR workflows. This article explores the following aspects of the data room documents checklist:

  • 7 business areas under M&A due diligence
  • 4 DD challenges VDR checklists address
  • 167 data room items for successful M&A
Data Room Checklist

Defining purpose and scope

Due diligence is a comprehensive investigation an acquiring company conducts on a target company before closing an M&A transaction.

Due diligence in the M&A lifecycle
Due diligence in the M&A lifecycle. Source: Deloitte

DD is developed by the M&A governance unit and conducted by functional teams. It helps to evaluate M&A targets, detect synergies, prevent risks, and integrate businesses.

Due diligence purposes require an acquiring party to dive deep into the following business functions of the target company:

  • Financial
  • Commercial
  • Operations
  • IT technology
  • Tax
  • Human resources
  • Legal

When do companies need a due diligence data room checklist?

Target investigations can take over 90 days, with companies facing quality data issues and organizational hiccups across all six due diligence process phases. However, successful dealmakers heavily rely on dedicated M&A technology such as virtual data rooms when conducting due diligence.

A virtual data room is a secure workspace with M&A workflows, including Q&A, DD checklists, pipeline management, redaction, and team collaboration.

Accenture’s research has revealed that M&A tools, including virtual data rooms, can reduce the M&A lifecycle speed by three months and unlock up to $45 million in extra value for sellers and up to $30 million for buyers.

4 due diligence challenges addressed with the virtual data room checklist

Why is a checklist in a data room important? Successful dealmakers use data room checklists to address organizational and data management challenges. Based on our experience, a company should leverage an M&A data room checklist if it faces the following DD challenges.

Due diligence challenges Data room value
Checklist value
A company fails to articulate due diligence requirements.

VDRs provide a bigger picture of the process and ensure 24/7 access to DD files.

M&A documents laid out in a due diligence framework are easy to oversee.
It ensures all relevant business aspects of the target company are captured.

Functional teams cooperate only among themselves, failing to exchange critical insights.

A virtual data room ensures centralized communication between collaborators. A workspace with 24/7 access to M&A materials enhances cross-functional collaboration.

The checklist serves as a central reference point for cross-functional teams. Sharing due diligence requests in the data room helps DD teams coordinate contract review processes.

Productivity deteriorates due to poor document organization across disconnected technologies.

Automatic document indexing, document labeling, full-text search, and interactive document structures in VDRs help leadership and functional teams collect, categorize, and organize critical information.

Enhanced with data room features, DD checklists ensure well-organized data storage and process tracking.

Security and data breaches involve catastrophic consequences for the due diligence process and deal value.

Virtual data rooms secure due diligence workflows with granular access permissions, zero-trust authentication policies, and information rights management (IRM) tools. Bank-grade security throughout the M&A lifecycle minimizes data breach chances.

Data room checklists with automatic Q&A workflows and notifications simplify security and compliance management.

Learn how to maximize due diligence organization with an effective data room structure.

Data room due diligence checklist case study: iDeals + StoneX Group Inc

StoneX, a century-old financial services franchise with over 300 OTC products and over $4.4 trillion in traded volume, has used iDeals virtual data room for DD and M&A since 2018.

Industry: Financial services, commercial hedging, global payments.

Pre-VDR challenges:

  • StoneX experienced security challenges using traditional file-sharing solutions.
  • StoneX’s DD workflows lacked document organization.
  • The company required prompt information exchange and activity tracking.

VDR impact:

  • Secure data storage and confidential document handling protected StoneX’s workflows.
  • Bulk document actions, document labels, optical character recognition (OCR) search, and automatic indexing helped StoneX organize due diligence materials across several projects.
  • Collaborating with bidders on separate projects helped the company retain workflow independence and reduce communication breakdowns. It improved overall deal room efficiency in all 34 StoneX projects.

VDR checklist impact: Developing, exchanging, and tracking DD checklists allowed StoneX’s DD teams to gauge more documents, reveal hidden issues, and improve transaction risk management.

Still can’t make a final decision for your business?

Rely on our expert choice – iDeals VDR

Visit Website

List of essential data room documents

Naturally, depending on the M&A goals, the specifics of the due diligence requirements will also vary. Below is a universal yet comprehensive list of important documents to include in a virtual data room, categorized by business functions:

  1. Financial
  2. Commercial
  3. Operations
  4. IT technology
  5. Tax
  6. Human resources
  7. Legal

1. Financial

According to the Deloitte survey, companies overlook financial issues to the extent that achieved values are 70% lower than anticipated. Also, acquirers overpay 30% on average as they fail to make accurate financial assessments. 

That is why quality financial DD is critical for post-deal success. It evaluates the target’s financial health and allows the acquirer to make an informed financial decision. If your business is seeking future investment or is considering mergers and acquisitions opportunities, make sure to add these financial documents in a data room.

Financial aspect Documents
Financial statements and reports

Equity capitalization table (cap table)

Copies of unaudited financial statements

Copies of audited financial statements (for at least the last three years)

Pro forma statements for the next year

Balance sheets

Profit and loss statements

Cash flow statements

Accounts receivable and accounts payable reports

Working capital reports

Financial reporting controls

Financial metrics and projections

Third-party financial evaluations

Cash flow projections


Revenue and operating expense projections

Capital expenditure plans

Key metrics and ratios: market, profitability, liquidity, solvency, efficiency

Sensitivity analyses

Assets and investments

Investment portfolio breakdown

Historical documents on previous fundraising transactions

Venture capital financings

Fixed asset register

Asset maintenance procedures and expenditures

Asset management files

Depreciation schedules

Inventory valuation reports

Inventory turnover ratios

Property valuation reports

Debt and liabilities

Debt schedule

Contingent liabilities

Check an elaborated financial due diligence checklist for the most accurate deal valuations.

2. Commercial

Commercial due diligence investigates the target company from a business perspective, determining its performance, market conditions, and competitive landscape. It is a crucial part of deal valuation and provides insights into the strategic fit of the entire transaction.

Commercial aspect Documents

Industry reports

Target’s historical and projected performance against industry benchmarks

Target’s market position

Competitor analysis

Pitch deck


Past and current customer lists

Customer satisfaction metrics

Strategic partnership agreements

Customer compliance records

Sales and marketing materials

Target’s business plan

Brand positioning and awareness metrics

Sales strategies and marketing plans

E-commerce strategies and online presence

Target’s SWOT analysis

Distribution channels

Product lines

A product roadmap

Pricing strategies

3. Operations

Successful post-merger integration (PMI) contributes to 23% of M&A success, based on the Deloitte survey. However, over 60% of surveyed executives fail to realize post-merger synergies and integration targets.

Operations, the primary income driver for the merged entity, require careful investigations. Operational DD helps the acquirer understand integration vectors and develop actionable PMI plans.

Operational aspect Documents

Standard operating procedures and production workflows

Quality control processes and reports

Capacity utilization reports

Equipment maintenance reports

Operational risk assessment reports

Environmental investigations

Supply chains

Supplier lists

Supplies metrics and performance reports

Logistics and distribution performance records

Inventory management reports

Health and Safety

Workplace health and safety policies and procedures

Incident reports

Emergency response plans

4. IT technology

Over 70% of executives consider technology an M&A value driver, while 80% of excellent deal performers emphasize technology, the Accenture report says. At the same time, technology is a considerable risk. 

As much as 96% of Chief Information Officers (CIOs) revealed technology issues (during due diligence) impacting deal outcomes. Thorough technology due diligence reveals IT integration opportunities, technology value drivers, and, most importantly, cybersecurity issues resulting in multi-million data breaches.

Technology aspect Documents

Hardware and server inventory reports

Network architecture documentation

Cloud service usage reports

Software applications

Lists of software applications and licenses

Software usage reports

Software update policies

Software documentation packages


Cybersecurity policies and procedures.

Security controls

Incident response plans

Third-party cybersecurity audits

Penetration testing reports

Incident reports

Disaster recovery plans and testing records

Data privacy and protection

Privacy policies

Data protection policies and practices

Data incident reports

Technology integration

Technology integration roadmaps

Integration risk reports

Service documentation

5. Tax

Poor tax due diligence (TDD) results in improper deal valuation, unexpected expenses during PMI, and tax litigations. Thus, information about taxes is important to include in virtual data rooms for almost any deal type because it’s always a priority for potential investors to investigate. These are the tax documents in the data-room-for-investors checklist.

Tax aspect Documents
Tax policies

Information on tax policies

Transfer pricing documentation

Tax compliance

Tax returns for the last two years

List of jurisdictions where a target company pays taxes and files tax returns

Internal tax compliance controls and procedures

Schedule of upcoming tax compliance filings

Tax audits

Schedule of completed tax audits for the last five years

Tax authority correspondence

Records of tax disputes

Tax reserves and liabilities

Tax reserves on the balance sheet

Contingent tax liabilities

Tax exposure provisions

6. Human resources

As much as 30% of M&A transactions fail to meet desired financial outcomes due to cultural issues, common points of human resource (HR) management, Mercer’s report says. Culture clashes in M&A outline the importance of due diligence on the sell-side HR.

It allows merging entities to develop successful HR integration plans and maximize cultural alignment. HR due diligence is also where virtual data room security is especially important. Below are a few examples of HR-related documents to include in a data room.

HR aspect Documents
Workforce composition

Organizational charts and reporting channels

Employee demographics reports

Key employee resumes

Turnover reports

Employee complaint records

Employee benefits and policies

Benefits policies

Policies regarding sick days, overtime, and paid holidays

Appraisal policies

Insurance policies

Retirement plans and pension documentation

Employee handbooks

Training and development

Details about training programs

Professional development plans and opportunities

Employee certifications

Leadership succession planning programs


Employee compensation structures

Incentive plans

Payroll records

Corporate culture and employee relations

Corporate value and belief summaries

Leadership practice summaries

Decision-making approach analyses

Employee satisfaction reports

Employee engagement initiatives

Corporate culture assessments

Stakeholder communication reports

Labor union

Labor union negotiations and relationship history

Related disputes and resolutions

7. Legal

Legal DD includes general information about the business, its owners, all the legal aspects of previous transactions, etc. It explores existing and potential issues in all the legal documents before, during, and after the transaction.

Successful legal document organization and review saves the deal, while overlooked issues, especially in the anti-trust realm, may dissolve mergers before closing agreements. Thus, 10% of large deals ($1 – $10 billion +) get canceled before finalization according to McKinsey. These are some of the most common legal documents required for an effective data room request list.

Legal aspect Documents
General information

Articles of incorporation and bylaws

Organizational chart showing the corporate structure, including all the subsidiaries

Records of board meetings

List of jurisdictions where a target company is licensed


Loan agreements

Shareholder agreements

Purchase agreements relating to the past, current, and future mergers and acquisitions rounds

Equity and debt insurance

Notable material contracts

Guarantees and indemnities

Warranties and representations


Vendor agreements

Distributor agreements

Licensing agreements

Sales and marketing contracts

Franchise agreements

Joint venture agreements


Equipment and property leases

Manufacturing agreements

Service level agreements (SLAs)

Insurance policies

Research and development agreements

IT technology

Escrow agreements

Technology transfer agreements

Human resources

Employment agreements and contracts

NDAs and NSAs


Information about certifications and compliance a target company corresponds to

Tax regulation compliance records

ESG compliance reports

Data security and privacy compliance certificates

Antitrust filings

Regulatory approvals and permits

Open source software compliance verification records

Intellectual property (IP)

Schedule of owned proprietary technology (software, systems, and databases)

Trademarks, brand names, slogans, logos, etc.


Domain names

IP licensing agreements

IP registration records

IP-related contracts

IP valuation reports

IP security agreements

Disputes and litigations

Legal disputes

Intellectual property infringements

Past, current, and pending insurance disputes

History of legal settlements

Key takeaways

  • Data-room-powered DD checklists ensure safe collaboration, help companies clarify DD requirements, and enhance security compliance.
  • A data room checklist contains documents from the main DD areas, including financial, commercial, operations, IT technology, tax, human resources, and legal.
  • M&A industry statistics indicate that successful businesses carefully plan DD content within their data rooms to reveal transaction issues early and maximize deal outcomes.
  • The content of the VDR checklist depends on your individual goals. By relying on the universal recommendations given above, you can create your checklist. However, you can also ask your VDR provider to assist you with the correct data room setup and a more detailed data room checklist.


Agreements, reports, and reviews from financial, commercial, operations, IT technology, tax, human resources, and legal areas are essential for an M&A data room.
Successful businesses update data rooms continuously based on the M&A progress and automatically record actions in audit trails. Active data room users may update VDR content daily as they complete M&A tasks.
Having an investor data room checklist is advisable for startups. A well-organized data room for startups builds trust, ensures a professional approach, and provides bank-grade security. These features enhance the fundraising process.


Marketing specialist at

Elisa is a marketing specialist with 15 years of experience. She worked for many VDR brands and gained insider knowledge of the industry.

At, Elisa conducts marketing research, develops content plans, supervises content teams, and develops VDR review methodology. She envisions her mission as distributing accurate knowledge of virtual data rooms.

“My mission is to deliver accurate and relevant knowledge of virtual data rooms to as many people as possible.”

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