AI-assisted data room setup

Three ways to start a deal room

AI-assisted setup hands you a due diligence request list and a matching folder tree before a single document is uploaded, with a visibility decision already recorded on every folder. Internal material is closed to the counterparty from the moment the tree exists.

Pick a starting point:

• Describe the deal in prose. Say what is being sold and which side you act for. You get back categories, topics and requests, and a folder tree built from those categories.
• Start from your own template. Bring a request list your firm already uses and get a matching folder tree proposed.
• Take the standard M&A structure. Hand-authored, no AI, with an access tier already set on every folder.

All three produce a draft: nothing is written to the deal database while you edit.

Why no folder is bidder-visible by accident

Visibility is a property of the folder record, written when the record is written, not applied later by whoever is uploading. Every folder carries one of four labels: internal, external, all buyers, or specific to one named organisation.

Resolution is inherited and fail-closed:

• No label of its own? The system walks up the ancestors and uses the nearest one set.
• Nothing resolves? The answer is internal.
• Left unspecified when you commit? The server writes it as internal. Not the prompt, not a checklist step someone can skip.

The folder tree and the file access check run the same resolution code, so the tree cannot show a folder the access check would deny.

Setup reads the deal type: sell-side the buyers are external, buy-side the seller is. An explicit grant opens one internal folder to a counterparty for a limited disclosure.

Your Excel checklist goes in as it is

No request gets reworded on import, because the model never transcribes. Bring the client's spreadsheet whatever its layout: sparse category rows, categories repeated in every cell, one tab per category, summary tabs to ignore. The model sees the rows and returns a reading plan only:

• Which tabs hold requests, and where each header row sits.
• Which column or pattern supplies each field, chosen from a closed list of allowed modes.
• Its own expected counts, checked against what the import produced.

A malformed plan fails the import with an error rather than an empty list. A valid plan runs mechanically against the raw cells, so a request cannot be paraphrased, merged or invented. Coverage warnings report rows mapped against rows present; anything unplaceable lands in an uncategorised bucket.

The standard M&A structure

Fourteen top-level categories and roughly a hundred subfolders, hand-authored rather than generated: corporate, financials, tax, commercial, legal, IP, people, property, insurance, regulatory and the transaction process.

Every node carries a tier, and the tier sets the visibility the folder is created with:

• Shared folders are created external, visible to counterparty organisations once granted deal access.
• Internal folders are created internal-only.
• Restricted folders are created internal-only and badged as clean team material in the wizard. The badge is a setup-time label, so note which folders carried it.

Two deals started from this tree get the same structure.

Rebuilding a room you already have

Reorganisation rebuilds an ad hoc room against a request list: one folder per category, every document filed into the right one.

• Already linked to a request? Placed by that link, no rescoring.
• Everything else is scored, with a boost when a candidate category matches the folder a person already filed it in.
• Below the threshold goes to a Needs Review folder rather than being stranded.
• Preview first. The dry run scores identically and writes nothing.
• Set access afterwards. New folders inherit none of the old per-folder grants; the interface returns the new folder list so you can narrow them.

Where setup stops

• The generated list is a skeleton. It is capped so it fits one response, well short of the hundred-plus item lists real diligence uses. Use the import or the standard tree for full coverage.
• Restricted folders seed as internal, not clean-team-only. Scoping a folder to a named organisation needs that organisation to exist, and at creation time it does not. Assign the clean team once the party is on the deal.
• Watermarking and view-only are configuration. The default organisation permission allows clean downloads. Set the tiers you want, organisation-wide or per folder; the per-folder setting wins in both directions. See security.

None of this replaces your permission review. What you get is a defensible starting state, with internal material closed by default and nothing open because a field was left blank.