Seller-Side Dataroom: Streamlining M&A Documentation

In sell-side M&A transactions, the quality of your dataroom determines the speed and success of the deal. A well-organized dataroom signals professionalism, reduces buyer due diligence cycles, and prevents last-minute surprises. Prismatic's dataroom module provides the tooling to manage this process.

The 36-Item Checklist

Every sell-side dataroom needs a standardized document inventory. Prismatic provides a 36-item bilingual (Czech/English) checklist organized by category:

Each item has a status: Not Started, In Progress, Ready for Review, Approved, or Not Applicable.

Document Approval Workflow

Documents progress through a state machine:

State transitions require role-appropriate authorization:

defmodule PrismaticDD.Dataroom.ApprovalStateMachine do
  def transition(:ready_for_review, :approved, %{role: :deal_lead}) do
    {:ok, :approved}
  end

  def transition(:ready_for_review, :needs_revision, %{role: role})
      when role in [:deal_lead, :reviewer] do
    {:ok, :needs_revision}
  end

  def transition(_from, _to, _context) do
    {:error, :unauthorized_transition}
  end
end

Role-Based Access Control

The dataroom supports four roles with escalating privileges:

External counsel sees only documents explicitly shared with them. Analysts can upload documents but cannot approve them. Reviewers can flag documents for revision. Deal leads have full authority.

Audit Trail

Every action in the dataroom is logged:

%AuditEntry{
  action: :document_viewed,
  user: "analyst@company.com",
  document: "financial/audited-2025.pdf",
  timestamp: ~U[2026-03-25 14:30:00Z],
  metadata: %{ip: "10.0.1.50", duration_seconds: 120}
}

The audit trail provides:

• Who accessed which documents and when
• Upload and approval timestamps
• Review comments and revision history
• Access duration for sensitive documents

This is essential for regulatory compliance and post-closing disputes.

Completeness Tracking

The dataroom dashboard shows real-time completeness metrics:

• Overall progress -- percentage of checklist items in Approved status
• Category breakdown -- progress per category (Corporate, Financial, Legal, etc.)
• Blockers -- items in Needs Revision status with age tracking
• Missing items -- checklist items still in Not Started status

Completeness tracking helps deal teams identify documentation gaps before buyer DD begins.

Integration with DD Pipeline

The dataroom connects bidirectionally with Prismatic's DD capabilities:

• Pre-population -- DD pipeline results can auto-populate dataroom items (e.g., ARES registry extracts populate the Corporate section)
• Cross-verification -- documents uploaded to the dataroom are cross-checked against pipeline findings (e.g., does the uploaded revenue figure match the registry filing?)
• Risk flagging -- contradictions between dataroom documents and external sources are flagged

Bilingual Support

Czech M&A transactions often involve international buyers. The checklist and interface support both Czech and English:

• Document names in both languages
• Category descriptions bilingual
• Status labels localized
• Export supports both languages

This eliminates the translation overhead that typically delays cross-border transactions.

LiveView Interface

The dataroom is accessible at /hub/dd/dataroom with five views:

1. Overview -- completeness dashboard and summary statistics
2. Checklist -- full 36-item checklist with status and actions
3. Documents -- file browser with upload and versioning
4. Activity -- audit trail with filtering by user, document, and date
5. Settings -- role management and sharing configuration

All views update in real-time via LiveView -- when an analyst uploads a document, the deal lead sees the status change immediately.

Conclusion

A professional dataroom is table stakes for sell-side M&A. By combining a standardized checklist, role-based access control, approval workflows, and integration with Prismatic's intelligence pipeline, the dataroom module ensures that documentation is complete, verified, and ready for buyer scrutiny.

Explore the DD Dashboard or learn about Automated Due Diligence for the buy-side perspective.