Preparation is key
Fundraising is a highly competitive business in which investors regularly review hundreds of companies’ documents. The due diligence process is time-consuming so everything a fund-seeking company can do to make the process easier and faster is likely to make a favourable impression on investors.
Preparing the Data Room with all the information an investor needs to make a decision is the best way of achieving this. It is equally important that start-ups and early-stage companies prepare for investor scrutiny as meticulously as more mature companies. It gives a clear indication of the company’s professionalism and efficiency and speeds up the decision-making process.
An essential aspect of preparation is utilising the in-built efficiencies of the Data Room to organise and structure documents so that investors can locate essential information easily and quickly and be able to quickly answer questions they may have. Version control and the ability to swiftly remove, replace and add information enables a company to keep documents up to date for due diligence; and the ability to track which documents investors are reviewing and the amount of time they spend on them, provides useful knowledge when engaging and negotiating with investors.
The other crucial aspect of preparing the Data Room for fundraising is to ensure the relevance of documents for due diligence. Due diligence requirements will change as a company progresses from early-stage to late-stage funding rounds because it accumulates more financial and performance information as it grows and develops, and investors will expect to examine more documents. All companies seeking investment need to carefully decide which documents to include in their Data Room to optimise their chance of securing funding,
Deciding which documents to include
Deciding which documents to include in the Data Room can be a challenge for companies. There isn’t a definitive list, and the guiding principle is to only include the documents that investors need to reach a decision about whether to invest in a company.
Including too many documents can risk overburdening investors and wasting their time reviewing irrelevant information. This can slow down the due diligence process and open an opportunity for a better prepared competitor to secure funding. Unnecessary information may confuse the investor when the objective is to give them clarity and create a favourable impression.
On the other hand, including too little information in the Data Room can suggest poor preparation and may not give investors the information they need for their due diligence.
Documents that don’t help investors to make a decision shouldn’t be included or can be left to a later stage of the deal. Documents left out of the initial stage can be added to the Data Room when investors have demonstrated sufficient interest to engage in further discussions.
Deciding who can access the Data Room and which documents they can see is also very important. Companies can manage and customise access to their Data Room so that permitted individuals can review only the documents that are relevant to them. It is however recommended that companies research individuals before they allow them access to their sensitive and confidential information. It might not be wise to grant access to individuals who are involved with, or who have invested substantially in, competitors.
Six key categories
Not all the documents listed below will be included at every round of fundraising. Start-ups and companies at the earlier fundraising rounds have a short history and will not have all these documents available. As companies acquire information and some key documents evolve over time, documents can be added to the Data Room and existing documents can be updated.
The list below is not definitive but provides a good indication of the types of documents that investors will expect to review during due diligence. Generally fundraising documents fall into six categories: financial, company, references, intellectual property, employee and technology.
- Profit and loss statements since inception
- The most recent balance sheet
- Financial projections
- Asset register
- Audited and Management accounts
- Current and pro forma Cap tables
- Information about previous investments – how much was raised and how it was used
- A detailed plan for how the current round’s funds will be used if secured
- Tax returns
- Reports from third-party professional services providers
In the absence of historical financial data, start-ups can provide a Financial Model based on projections which demonstrate the company’s ambitions and how well founders understand their business.
- Pitch Deck and Executive Summary
- Legal structure including Articles of Incorporation (including any amendments)
- Agreements in place – investor rights agreements, partnership agreements, shareholder agreements, first refusal and co-sale agreements
- Board of Directors collateral – including board materials, board meeting minutes, consents and actions
- Marketing material – including market research, marketing materials, marketing plans, strategies and assets, brand guidelines
- Customer information – including contracts, customer list,
- Sales strategy, process and pipeline
- Competitor analysis
- Product and service information including roadmaps – start-ups and early round fund seekers can use data from beta testing, pilots, or early customers
- Business plan (preferably one-page)
- Office lease
- Other investors – who have committed to the round and in what amounts
- Key members of the management team – to vouch for start-up founders
- Investors – if there are any
- Patents – filed and granted
- IP strategy
- Domain name ownership
- Software license details – including open-source software the company is using
- Employee information – including a list of current and past employees, contracts, titles, salaries, compensation, records
- Intern contracts, past and present
- Consultant contracts, past and present
- Plans for future recruitment
- Onboarding documents
- Existing products – screenshots
- Technology investments
- System architecture diagram
- API documentation
- Product backlog and release map
- Large integration details
- Operational liabilities – including capital expenditure, commercial leases, investments in R&D
Investors appreciate a well-prepared Data Room that allows them to easily and quickly find the relevant documents for due diligence and makes the process smoother. Careful management of documents, with the focus on those most relevant for due diligence, can speed up the fundraising process and set a company apart from its competitors in the round.
If you would like to see how Perivan’s market-leading Data Room Engage can help your fundraising process, contact the Perivan team who can arrange a demo and answer your questions.