An investor's legal review goes much faster when the company's records are already organised around its main transactions. The investor wants to follow how ownership developed and to understand the contracts the business depends on, and a data room brings that evidence together in one place, with short explanations wherever a document or step is still missing.
What I aim for is a fair picture of the company at the time of the investment. That means keeping completed transactions separate from proposed ones and making sure that what the company tells the investor matches the documents. It also means holding back material the investor only needs later in the process, or only needs as a summary.
Start with the company receiving the money
The data room should identify which company is issuing the shares and how it relates to the operating business. For a group, a simple structure chart showing where the staff work and which company signs customer contracts is very helpful, because an investor in a Delaware parent will still want to understand the Nigerian subsidiary that earns the revenue.
The certificate of incorporation, the current articles, the statutory registers, a CAC status report and the approvals for every later change should be placed together, since they support the cap table and allow the investor to trace each shareholding back to an issue or transfer. Earlier SAFEs and notes should be included with their side letters, which often contain consent or participation rights, and I explain how to reconcile these records in making sense of the company's cap table.
Drafts and pending items should be clearly labelled. For a filing that CAC is still processing, the company should include the documents and the evidence of submission, and explain what it is still waiting for.
Let the commercial documents explain the revenue
The material customer contracts should be included with the order forms and amendments that make up the current arrangement, and they should be consistent with the revenue figures in the company's pitch. A large contract the customer can cancel on 30 days' notice gives a very different picture from a committed three‑year order of the same value, and an investor will notice the difference.
Important supplier contracts should also be included, together with any online terms that form part of them, and the company should keep the version of those terms it accepted, especially for platforms whose terms change often. Significant disputes and outstanding credits should be explained next to the relevant contract.
The agreed scope of the review decides which contracts count as material, and contracts with unusual liability or exclusivity terms should be flagged. I cover the working records this part of the data room is built from in keeping track of contracts as the business grows.
People and intellectual property
The data room should contain the employment contracts and contractor agreements for the material roles, with a record of option grants and any outstanding promises of equity. Any departures that left continuing rights or unresolved obligations should be explained, and personal identifiers that the investor does not need should be removed, while leaving enough information for the investor to understand each obligation.
For intellectual property, the documents should show how each important piece of work passed from the person who created it to the company. Assignments and third‑party licences explain what the company owns and any restrictions on the product or a future sale, and because the investor will ask the company to give warranties on this in the investment agreement, the evidence needs to be in place.
For regulated businesses, the licences and their conditions should be included, together with any pending applications and material correspondence with the regulator. If a licensed partner provides part of the service, that agreement should be included as well, with an explanation of which entity carries out which activity.
Share information in stages
It is sensible to begin with what the investor needs at the current stage and to widen access as the transaction progresses. Particular care is needed with detailed pricing and customer information where the investor has competing companies in its portfolio, since sharing that information can sometimes raise competition law issues even with an NDA in place, and advice should be taken first.
Access should be given to named individuals, with permissions set to suit the material. If the investor uses outside lawyers or advisers, the parties should agree how their access will work and who is responsible for confidentiality. Privileged legal advice should be kept out of routine uploads, because sharing it can waive privilege whatever the data room settings say.
Personal data in the data room needs a lawful basis and should be limited to what the review requires under the Nigeria Data Protection Act. An anonymised summary is often enough, with detailed access given only when the review genuinely needs it.
Keep the answers consistent
A question log, in which every answer has an owner and a date, helps keep the company's responses consistent. If an answer changes, the investor should be told and the explanation kept on file, which matters most when finance and product teams have answered different parts of the same question without seeing each other's replies.
The investment agreement will set out how disclosure works against the warranties. Usually, placing a document in the data room is not enough on its own, and known issues have to be disclosed through the disclosure letter, which I explain in handling legal issues an investor finds.
At closing, the company should keep a copy or index of the data room as it stood, together with the disclosure documents and the access logs. If the transaction does not go ahead, access should be closed and the agreed retention terms applied, and the company should keep its own copy so that any later question about what the investor saw can be answered from the version that was actually available.
This article is general information and not legal advice. For guidance on your specific circumstances, speak with us directly.