Data Room and Due Diligence

What it does

Deals and tenders have the same headache: many parties need to see parts of the same information, none of them should see what is not theirs, and every answer must be consistent with every other answer. Handled by email and shared folders, this goes wrong in predictable ways. Documents circulate before an NDA is signed, one bidder learns what another asked, and two answers to the same question differ.

Our data room is one controlled environment in which our team runs these processes. It supports M&A due diligence, requests for information and requests for proposals, one-off reviews and recurring scans of a supplier or business partner base. Lawyers at Pitch set up the process, review what comes out and sign off on anything that leaves the room. Confidential content is redacted on our own hardware before any cloud AI sees it; if that check cannot run, nothing goes out. Our platform is hosted in the EU.

Functions

Process set-up

Each process starts with a defined scope: the type of process (acquisition, investment round, RFI, RFP, one-off review or recurring scan), the participants, the documents and the questions. Input is the deal or tender brief and the documents to be shared. Output is a configured data room with an index, participant roles and a timetable. The lawyer confirms the scope and the roles before anyone is invited.

NDA gate

Participants reach content only after they have accepted the confidentiality terms for the process. Input is the NDA that applies; output is a record of who accepted what and when, and access that we open only after acceptance. The lawyer decides which NDA applies to which participant.

Isolation between participants

Bidders or vendors are separated from each other. A participant sees only its own questions, answers and submissions, never those of a competitor. The output is a clean record per participant. This matters in competitive sales, where equal treatment and confidentiality between bidders are a legal and commercial requirement.

Questions, answers and responses

Questions are collected, routed to the right person and answered in one place. For an RFI or RFP, vendor responses are collected against a common set of questions so that they can be compared like for like. The lawyer reviews answers before they are released to the other side, particularly where an answer could become a warranty or a representation.

Sealed bids

Offers are submitted under seal and opened together at the closing time of the process. Input is each participant's submission; output is a set of offers that were not visible to anyone, including other participants, before the deadline.

Contradiction detection

Our team compares answers given at different moments or by different people. Where two answers to the same or related questions do not match, we flag the conflict for a lawyer. This is useful for a seller who gives answers across a long process, and for a buyer who compares statements across documents. The lawyer decides whether the difference is a real inconsistency, and what to do about it.

Disclosure schedules

We assemble findings and answers into draft disclosure schedules, the document with which a seller qualifies its warranties in the share purchase agreement. The output is a draft, linked to the underlying documents and answers. The lawyer completes and negotiates it.

Award decisions

For tenders, the comparison of responses leads to a documented award decision: criteria, scores, reasons. The output is a decision record that can be shown to a board or, in a public procurement context, justified afterwards. The decision itself stays with the client and the lawyer.

A matter from start to finish

A European manufacturer decides to sell its subsidiary. The lawyer sets up a sell-side process with the scope, the index and three bidder roles, and confirms which NDA applies. Each bidder accepts the NDA and sees only its own folder. Questions arrive in waves, and the lawyer releases answers after review. Two answers about the same supply contract differ, the contradiction is spotted, and the lawyer corrects the earlier one before any bidder relies on it. Bids are submitted under seal and opened together at the deadline. The lawyer then completes the draft disclosure schedules from the logged answers and documents, and the seller decides on the award.

What you receive

• A configured data room with index, roles and timetable.
• A record of NDA acceptance and of access.
• Question-and-answer logs per participant and, for tenders, comparable responses.
• A list of flagged contradictions with the lawyer's assessment.
• Draft disclosure schedules and, for tenders, an award decision record.

Where it is used

We use the data room in sell-side and buy-side M&A due diligence, described further in what to expect in M&A due diligence and IP in due diligence. It supports funding rounds, where investors review the company, as set out in our article on funding rounds, term sheets and investment agreements. It also runs the procurement side of commercial contracts and transactions; for the legal rules of such tenders, see running an RFI or RFP.