What should be in a sell-side data room index?
A sell-side data room index is the numbered folder list a boutique M&A advisor opens with the CIM: process letter, financials, quality of earnings and add-back support in Excel, tax, working capital and debt, anonymized customer revenue before the LOI, contracts, people, operations, legal and IP, and a clean-team folder.
No law firm publishes a 24-file list.
Sell-side data room index (definition). The numbered evidence file behind one company sale.
It proves the CIM matches the books, add-backs have support, and competitively sensitive data sits in a clean-team folder until exclusivity.
A Drive dump of PDFs is not this index.
A 24-file vendor list is not a published requirement.
The index, sourced, not a vendor list
Morgan Lewis, in Preparation Is Key When Selling a Business (June 2024), tells the seller to create a well-organized data room and maintain an index of it. Orrick’s UK Tech Exit Series - Preparing a Data Room (14 August 2024) lists categories, not a file count, and tells the sell-side to number folders so documents can be cross-referenced later. Each row below cites the paper it comes from. How to open the folders is how an M&A advisor should stage data room access from IOI to LOI. How to keep competing buyers out of each other’s questions is how to keep buyers from seeing each other’s questions in a data room.
| Put this | Why it is in the index | Where the norm is written |
|---|---|---|
| Process letter and numbered index | The map of the room. Buyers diligence against it. | Morgan Lewis, June 2024: maintain an index |
| CIM and management presentation | The book of the company. Pre-NDA is the teaser only. | Orrick, August 2024: initial information for valuation |
| Three to five years of financials, plus monthly P&Ls | Audited statements, YTD, and the monthly trail a QoE will recon. | investmentbank.com checklist: audited 3 years, monthly 24 months |
| Quality of earnings, or its scope, and add-back support in Excel | The number buyers underwrite. PDFs of bank statements are what QoE unwinds. | investmentbank.com: EBITDA adjustment schedule, documented |
| Tax returns and notices | Federal and state filings, audits, credits. | Orrick: tax as its own category |
| Working capital history and debt schedule | The peg and net debt a purchase agreement will close on. | investmentbank.com: working capital history, debt schedule |
| Customer and revenue detail, anonymized before the LOI | Concentration without names until exclusivity. | Morgan Lewis: stage sensitive documents, especially with a strategic |
| Material contracts | Top customers, suppliers, leases, change-of-control. | Morgan Lewis: material contracts and third-party consent |
| People: org chart, key employment agreements | Who stays. Employee-level files wait. | Orrick: share personal data only once the deal is sufficiently certain |
| Operations, facilities, insurance, IP, legal | How the company runs, what it owns, what it is fighting. | Orrick categories: commercial, technical, insurance, legal |
| Clean-team folder for competitively sensitive data | Customer pricing, current bids, unaggregated costs. Outside advisors only. | Orrick: clean room; Mintz, September 2022: clean teams |
First-look, after IOI, after LOI, keep out
First-look is what an NDA’d bidder sees with the CIM. After IOI is what opens once a written indication is in. After LOI is confirmatory, usually under exclusivity. Keep-out is what does not belong in the open tree at all. Staging the same files is how an M&A advisor should stage data room access from IOI to LOI.
| Folder | First-look | After IOI | After LOI | Keep out |
|---|---|---|---|---|
| Process | Process letter, numbered index, CIM | Management presentation, process updates | SPA / APA drafts, disclosure schedules | A hoped-for LOI that is not signed |
| Financials | Summary financials that match the CIM | Monthly P&Ls, QoE or its scope, add-back Excel | Unredacted customer revenue in Excel, working-capital peg | A PDF bank-statement dump sold as a QoE |
| Commercial | Anonymized concentration | Redacted contracts | Named customers, full contracts | A competing strategic's customer pricing in the open folder |
| People | Headcount, org chart | Key employment agreements, redacted | Employee-level data the exclusive bidder has earned | Special-category personal data before the deal is certain |
| Clean team | Closed | Closed unless counsel opens it | CSI for overlapping strategics, outside advisors only | Operational, sales, or marketing personnel of a competing bidder |
Have deal counsel review the cut, especially with a strategic in the process. Mintz (19 September 2022) puts customer-specific prices and current bids in the gun-jumping pile, HSR filing or not. This page is not a template. See What is Cashpian?, and pricing.
FAQ
Does any law firm publish a 24-file sell-side index?
No.
Morgan Lewis says maintain an index of the data room.
Orrick lists categories, not a file count.
investmentbank.com is a software checklist, not counsel.
Should customer revenue and add-backs go in as PDF?
No.
Put customer revenue and add-back support in as Excel.
A PDF of bank statements is what quality of earnings has to unwind.
When do named customers go into the room?
After the LOI and exclusivity, unless counsel puts them in a clean-team folder earlier.
Before the IOI, anonymize concentration.
Have deal counsel review. This page is not a template.
Is Google Drive enough for the CIM round?
For one trusted buyer and a view-only folder, maybe.
Once several bidders are in, Drive has no NDA gate, no per-bidder audience, and no Q&A wall.
That is when a dedicated room earns the line.
Sources
- Morgan Lewis, Preparation Is Key When Selling a Business: What to Know, June 2024, retrieved 2026-09-30. Maintain an index of the data room. Stage the release of sensitive documents, especially with a strategic buyer.
- Orrick, UK Tech Exit Series - Preparing a Data Room, 14 August 2024, retrieved 2026-09-30. Categories: tax, commercial, financial, insurance, technical, HR, legal. Number folders. Clean room for trade buyers. Share employee personal data only once the deal is sufficiently certain.
- InvestmentBank.com, Investment Banking Data Room Checklist, retrieved 2026-09-30. Software checklist, not counsel. Audited financials (3 years), monthly financials (24 months), EBITDA adjustment schedule, working capital history, revenue by customer (3 years). Numbered folder hierarchy.
- Mintz, On Sharing and Managing Competitively Sensitive Information in M&A Transactions, 19 September 2022, retrieved 2026-09-30. Customer-specific prices, current bids, unaggregated costs. Clean teams. Gun-jumping applies with or without an HSR filing. Have deal counsel review.
If the files are already in a folder, grade which row they are on. Cashpian is a gated room for that packet. It is not a listing portal. It does not sell the company or run the deal.