---
id: KB-LE-008
url: https://app.codecontract.io/help/legal/the-document-room-in-a-deal
idioma: en
categoria: sector-legal
subcategoria: despachos
audiencia: usuario
nivel: avanzado
actualizado: 2026-08-13
tambienEn: [es]
relacionados: [KB-LE-003, KB-IC-010, KB-LE-029]
citadoPor: [KB-LE-012, KB-LE-013, KB-LE-016, KB-LE-017, KB-LE-028]
---

# The document room in a deal

_Who saw what, when, and why that matters more than the folder._

**Responde a:** setting up a data room for due diligence · sharing documents in an m&a deal · controlling who sees what in a transaction · access log for confidential documents

In a sale, a financing round or a new partner coming in, the document work looks like a storage problem and is not. What is at stake is traceability: who saw what and when, because what can be argued later depends on it.

## The three questions that arrive when a deal sours

| Question | What answers it |
| --- | --- |
| "You never showed us that" | The record of what was made available and when |
| "We saw it after signing" | The access date, not the upload date |
| "That document was changed" | The versions, with the earlier one kept |

> [!IMPORTANT]
> The second is the one most often lost. Uploading a document does not prove the other side saw it; the access log does. An ordinary shared folder gives you the first and not the second.

## How to organise it without chaos

1. **One file per deal, with its own index** — The index is a deliverable, not decoration: it is what the other side works through.
2. **Per-person access, not a shared password** — If everyone logs in with the same credentials, the log says nothing.
3. **In phases** — Basics first; sensitive material as the deal advances and not before.
4. **And a question-and-answer record** — What was asked and what was answered belongs in the file as much as the documents.

> [!WARNING]
> The costliest mistake is opening everything on day one "to move fast". If the deal falls through, you have handed your full information to someone who may be a competitor, with no tiers to show how far each party got.

## When the deal closes

**En corto**

- Access is closed, and the closing date is recorded.
- The whole file is kept, old versions included.
- And the access log is preserved — the first thing requested if there is litigation years later.

> [!NOTE]
> The same applies to small deals. A firm handling share transfers in family businesses has the same problem in miniature, and usually solves it by email — which is exactly where no record exists.

**Can downloads be blocked?**

They can be limited, but assume anything visible can be photographed. The log remains the real protection.

**How long must it be kept?**

Longer than the deal: claim periods run in years.

**Does it work for insolvency or probate?**

Yes, for the same reason: the problem is not storing, it is proving who saw what.

## Ejemplos

**A firm handles the sale of a family business and shares everything by email.**

- Sets up the file in phases with per-person access
- Keeps the access log after closing

→ Two years later, facing a hidden-defects claim, it can show what was made available and when it was viewed.

**A folder is shared and nobody knows who saw what.**

- Controls access and leaves a trail of what was viewed

→ The handover is orderly and verifiable.

**Documentation is uploaded containing material that should not be shown.**

- Reviews the content before sharing

→ Nothing extra is handed over.

**The other side asks for something already uploaded.**

- Checks the index of what was shared

→ You answer without re-uploading.

**The deal ends and access stays open.**

- Revokes access on closing

→ The room does not stay live without reason.

**Nobody knows what is still outstanding.**

- Checks the status of what was requested and delivered

→ The process runs on a list.