(Apologies if you got some weird/multiple emails over the last couple of days. I’ve been switching out the automated publishing of the daily newsletter. Things should stabilize now)

One common concept in M&A is the data room. This is a dedicated space where all records pertaining to the acquisition/divesting activity is stored and access is restricted to key members of the due diligence team that have signed an NDA. Normally it would be the company books and tax statements, legal documents, contracts, employee details, product details including the manufacturing and selling of it, and other confidential data.

This is everything to gauge not only the merits of the sale, but to assist in the day 0 cutover activities. Extreme care is taken with this as it could not only tip people not involved with the project to the fact that a pending acquisition or sale is going on, but in the wrong hands, could also lead to potential collusion in the marketplace.

In the old days, this was a physical room with file cabinets or a few computers isolated from the corporate networks. A dedicated key and a security guard with a check-in list to restrict access. These days, companies like Kenja and Intralinks offer up a digital record room that allows for uploading/viewing along with restricting access to who gets to see what.

Why do you care?

For the CIO and their designated architects, this is where you should find details about the different pieces of software that is either purchased “off the shelf” or custom. The architectural diagrams that make up how the software being conveyed is made up. The current cloud providers and other third parties that currently have access and will need to continue to have access going forward. What the findings are from the past few security audits, which pieces of software are out of compliance and will require remediation, and the personnel who are currently maintaining the stack.

In other words, there should be enough information here, when combined with your war game exercises, to give you an idea of what to expect when it comes time to perform the integration. Also, what should be used for the TSAs and project plans to outline what the integration path will look like.

If it doesn’t, then we’ll need to talk.

cab