Worked examples / The sale of a company
The room is open. Nobody can say what is still missing from it.
Stannard Holdings is being sold. Two bidders, a seller who has run the business for thirty years and does not think of documents as a job, and a corporate finance team who have to keep both sides moving. The document work is not the hard part of the deal. It is the part that takes the weeks.
Stannard Holdings is invented. So are Northwood Capital, Fenwick Group and Daniel. The shape of the deal is real; the names are not.
Week one, the way it usually goes
Stannard Holdings sale
Week one, by email and a spreadsheet
Monday
Index sent as a spreadsheet
Note: Eighty rows
The seller opens it once
Tuesday
Fourteen files by email
Note: scan001.pdf to scan014.pdf
Matching each file to a row
An afternoonWednesday
A bidder asks about a clause
Note: Change of control, Bermondsey lease
The question goes into an email thread
Note: The other bidder must never see it
Thursday
The seller resends three files
Note: He cannot remember sending them
Friday
Somebody asks what is still outstanding
Spreadsheet against folder
Note: Wrong by Monday
Twenty minutesThe seller’s side is a list, not a folder
The index is eighty requests rather than eighty rows. Daniel opens a link, sees what is outstanding under his own name, and uploads against the thing that asked for it. What arrives cannot be detached from what it answers, and he cannot send the same file twice without seeing that he already has.
- Eighty requests, in the sections a buyer’s solicitor expects
- Friday’s question answers itself, on one screen
- Reminders go to Daniel about Daniel’s outstanding items, and stop when he is done
Stannard Holdings sale
Six sections · indexed
62 of 80 provided18 outstanding
Corporate
12 of 12
Financial
11 of 14
Contracts
4 of 9
Each bidder is a party, and they never meet
Northwood Capital and Fenwick Group each get their own party. They see the index and take the documents, read only. Neither knows the other exists, or how many others there are. The Bermondsey lease question becomes a request visible to the bidder who asked, the seller, and your team, and when the answer applies to everybody you share it to the room in one action.
Stannard Holdings
Meridian Partners
Corporate · 12 documents
Financial · 11 of 14
Employees
Not provided
The awkward question, six months later
Somebody asks what a particular bidder actually saw before they walked away. Every download, question, upload and terms acceptance is one line with the party against it, in order, under the room. It exports as CSV, which is usually where the conversation ends.
Where this is not enough
If a leaked page would cost real money, you want a product that stamps every page with the reader’s name and will not let a document be downloaded at all. Docsroom does neither, and says so plainly. Most sales of most companies are not that deal.
Open a room for your next deal.
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