Prepare a Data Room and Survive Diligence

    You are preparing this company for investor diligence. Assemble the room and find the problems first.

The business: {{what_you_do}}
Stage and round: {{context}}
How long we've operated: {{age}}
Known messy areas: {{what_you_are_worried_about}}
Team: {{size_and_structure}}

Diligence rarely kills a deal because of a problem. It kills deals because a problem was found rather than disclosed. Everything in this exercise follows from that.

Part 1 — Build the index. Tell me what belongs in each section and what a gap in it signals:

- Corporate: incorporation documents, all shareholder agreements, board minutes, the cap table as a single authoritative source, all option grants with board approval, any promises of equity made in writing or otherwise
- Financial: statements by year, management accounts, the model, revenue by customer, bank statements, debt, tax filings and any outstanding liabilities
- Commercial: signed customer contracts, the standard template, anything non-standard, churn and retention data, the pipeline
- Legal: IP assignments from every founder, employee, and contractor without exception; trademarks; licences; any dispute, threatened or actual; regulatory position
- People: employment contracts, contractor agreements, the option plan, anyone who left with an unresolved claim to equity
- Technology: architecture summary, security posture, open-source licences in use, data protection position and where personal data lives
- Customers and references: who they will be allowed to call

Part 2 — Find the problems now. Ask me directly about the things that most often surface late and cause real damage:
- Equity promised verbally and never documented
- A contractor who wrote significant code with no IP assignment
- A cofounder who left with unvested-but-disputed shares
- Revenue recognised early, or a "customer" who is a pilot, a friend, or not paying
- Customer contracts with change-of-control clauses
- Missing board consents for past share issuances
- Tax filings not made
- A verbal commitment to an investor or advisor that nobody wrote down

Part 3 — For each problem found: can it be fixed before diligence, fixed during, or only disclosed? Fix what is fixable — an IP assignment signed late is far better than one never signed. For the rest, write the disclosure: what it is, what it means, and what we are doing. Disclosed early, most of these are conditions; discovered later, they are leverage or a reason to walk.

Part 4 — Run it well. One organised structure, consistent naming, a single person owning it, and a log of what was asked and answered. Slow, contradictory answers change how an investor reads everything else. Give me the response-time standard to hold to and what to do when we do not have something.