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One row per question, with the columns that keep bidders, the seller and counsel on the same version.
- Type
- Template
- Deal stage
- Due diligence
- Use it
- From the first bidder question to signing, whether or not the data room has its own Q&A tool.
- Who
- One person on the deal team, every day.
Run it as a record, not a to-do list
The Q&A log is the record of what the seller told each bidder. It shows who is waiting on whom each morning, and it can end up standing behind the warranties.
If your data room has a built-in Q&A tool, the columns and rules below still apply. What matters is that one person owns the log and that nothing reaches a bidder any other way.
1Before the first question
Deal lead
Agrees the route for questions, a daily cut-off and one release time, and puts them in the process letter.
2Every morning
Log owner
Logs and splits new questions, sets priority and owner, and sends the status note.
3During the day
Seller's team
Drafts answers and uploads the documents, one named owner per row.
4Before each release
Deal lead and counsel
Read every answer, and check anything on warranties, litigation, tax or people.
5Near signing
Counsel
Decides how the log relates to disclosure, and fixes it at a date.
A question passes through several hands before it becomes a record
Most Q&A trouble comes from a step being skipped under time pressure: an owner who answers a bidder directly, or an answer released without a second reader. Keep every question on this path, including the easy ones.
Exhibit 1
Every question follows one path, and only a released answer reaches a bidder
Life of a question on a sell-side process, by who holds it, with the Status value at each step. Turnaround is set in the process letter.
Bidder
Deal team
Seller's owner
Counsel
1 Asked
Through the agreed route only
2 Logged
Split, priority and owner set
3 Drafted
Answer and document found
4 Read
Deal lead reads every answer
5 Cleared
Warranties, litigation, tax, people
6 Released
Audience set, at the set time
7 Received
A follow-up is a new row
Status
- 1
AskedBidder
Through the agreed route only. Status: New.
- 2
LoggedDeal team
Split, priority and owner set. Status: With owner.
- 3
DraftedSeller's owner
Answer and document found. Status: With owner.
- 4
ReadDeal team
Deal lead reads every answer. Status: In review.
- 5
ClearedCounsel
Warranties, litigation, tax, people. Status: In review.
- 6
ReleasedDeal team
Audience set, at the set time. Status: Released.
- 7
ReceivedBidder
A follow-up is a new row. Status: Released.
Note: Counsel clears only answers on warranties, litigation, tax or people. Anything else moves from Read to Released.
Note: A declined question leaves the path at Read: the reason is recorded, and it stays in the log.
Source: Verdalyze sample process.
The log, filled in for a sample mandate
Sample rows, using code names. Pastes into Excel or Google Sheets with its columns intact. Delete the sample rows and start at Q-001.
Project Harbour Q&A log, as at 9 March
| Ref | Bidder | Workstream | Index ref | Question | Priority | Asked | Owner | Status | Answer | Reviewed by | Released | Seen by |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q-001 | Bidder A | Financial | 2.5 | Please provide monthly revenue by customer for the last full year and the year to date. | High | 3 Mar | Finance lead | Released | See 2.5, updated to last month end. Customer names are anonymised at this stage. | Deal lead | 5 Mar | All bidders |
| Q-002 | Bidder A | Legal | 4.5 | Do any of the largest customer contracts contain a change of control clause? | High | 3 Mar | Seller's counsel | In review | ||||
| Q-003 | Bidder B | Tax | 3.5 | Has any tax authority enquiry been open during the review period? | Normal | 4 Mar | Tax adviser | With owner | ||||
| Q-004 | Bidder B | Commercial | 4.2 | Please provide price by customer for the largest accounts. | High | 4 Mar | Deal lead | Declined | Available to a clean team at final round. | Deal lead | 5 Mar | This bidder |
| Q-005 | Bidder A | Financial | 2.3 | Follow-up to Q-001: what drove the one-off cost added back in the last full year? | Normal | 5 Mar | Finance lead | Released | The site closure. Support is at 2.3. | Deal lead | 7 Mar | All bidders |
| Q-006 | Bidder C | People | 5.2 | Please provide headcount by role and location. | Normal | 5 Mar | HR lead | Released | See 5.2, anonymised census at last month end. | Deal lead | 6 Mar | All bidders |
| Q-007 | Bidder C | Financial | 2.6 | What is the normal level of working capital through the year? | High | 5 Mar | Finance lead | In review | ||||
| Q-008 | Bidder A | IT | 7.4 | Have there been any security incidents in the review period? | Normal | 6 Mar | IT lead | With owner | ||||
| Q-009 | Bidder B | Legal | 8.1 | Is any litigation open or threatened? | High | 6 Mar | Seller's counsel | Released | One claim, disclosed at 8.1. | Seller's counsel | 7 Mar | All bidders |
| Q-010 | Bidder C | Commercial | 4.5 | Does the largest supplier contract contain a change of control clause? | Normal | 6 Mar | Seller's counsel | With owner | ||||
| Q-011 | Bidder B | Financial | 2.7 | Please reconcile net debt to the last balance sheet. | High | 7 Mar | Finance lead | With owner | ||||
| Q-012 | Bidder A | People | 5.6 | Are any contractors working under off-payroll rules? | Normal | 7 Mar | HR lead | Released | See 5.6. | Deal lead | 8 Mar | All bidders |
| Q-013 | Bidder C | Tax | 3.4 | Please provide the last R&D relief claim. | Normal | 9 Mar | Tax adviser | New | ||||
| Q-014 | Bidder A | Legal | 6.1 | Please confirm the lease terms on the main site. | Normal | 9 Mar | Seller's counsel | New |
The log should tell you where the deal stands each morning
Send this to the deal lead and the seller before the working day starts. It takes minutes once the log is clean, and it shows what no single row can: which workstream is stuck, and whether the high-priority questions are moving.
Exhibit 2
Morning status: 5 of 14 questions released, 1 declined and 3 high-priority questions still open
Morning status from the Project Harbour Q&A log on this page. Number of questions, as at 9 March.
| Workstream | New | With owner | In review | Released | Declined | Total |
|---|---|---|---|---|---|---|
| Financial | - | 1 | 1 | 2 | - | 4 |
| Legal | 1 | - | 1 | 1 | - | 3 |
| Tax | 1 | 1 | - | - | - | 2 |
| Commercial | - | 1 | - | - | 1 | 2 |
| People | - | - | - | 2 | - | 2 |
| IT | - | 1 | - | - | - | 1 |
| All | 2 | 4 | 2 | 5 | 1 | 14 |
Where the 14 questions sit
- New2
- With owner4
- In review2
- Released5
- Declined1
- Q-002 Seller's counsel, in review
- Do any of the largest customer contracts contain a change of control clause?
- Q-007 Finance lead, in review
- What is the normal level of working capital through the year?
- Q-011 Finance lead, with owner
- Please reconcile net debt to the last balance sheet.
Source: Sample data. Project Harbour and every company, customer and vendor shown are invented. Counts are computed from the log on this page.
Each column, and how it goes wrong
| Column | What goes in it | Example | How it goes wrong |
|---|---|---|---|
| Ref | A running number that never changes. | Q-005 | Reusing a number after a question is deleted. Nothing is ever deleted. |
| Bidder | A code name, never the buyer's name. The seller's team works from codes too. | Bidder A | Using real names in a log the seller's whole team can read. |
| Workstream | How a question reaches the right adviser. | Financial | Adding new categories mid-process, which breaks the status view. |
| Index ref | The line in the data room index this relates to. | 2.3 | Leaving it blank. A pattern of blanks points to a gap in the data room. |
| Question | The bidder's own words. One question only. | Is any litigation open or threatened? | Tidying the wording, so the log no longer shows what was asked. |
| Priority | High if it could change price or terms. Bidders propose it, you confirm it. | High | Accepting every bidder's High, so the word stops meaning anything. |
| Asked | The date received. This starts the clock on your turnaround. | 6 Mar | Logging the date you got to it, which hides your real turnaround. |
| Owner | One named person on the sell side, not a team. | Finance lead | Assigning a workstream instead of a person. |
| Status | New, With owner, In review, Released or Declined. | In review | Leaving a question open once it has been answered by another route. |
| Answer | The exact wording released, with an index ref wherever a document does the job. | One claim, disclosed at 8.1. | Keeping a draft here after release, so two versions exist. |
| Reviewed by | Who approved the wording. Counsel as well for warranties, litigation, tax or people. | Seller's counsel | Filling it in afterwards, from memory. |
| Released | The date it went out. | 7 Mar | Confusing the draft date with the date a bidder received it. |
| Seen by | This bidder or All bidders, decided before release. | All bidders | Giving one bidder a fact the others never receive. |
Eight rules that keep it clean
- 1
One question, one row.
Split a bundled question on arrival, so each part has one owner and one status.
- 2
Keep the bidder's wording.
Never tidy a question. If it needs clarifying, add a row. The log has to show what was actually asked.
- 3
Nothing goes out unread.
The deal lead reads every answer. Anything on warranties, litigation, tax or people also goes through counsel.
- 4
Decide who sees each answer.
A fact about the business usually goes to every bidder, so nobody works from a different file. Strip anything that shows which bidder asked or what it is worried about.
- 5
Answer with documents.
Put the document in the data room and cite the index ref. A document can be checked. A sentence has to be trusted.
- 6
Set a rhythm.
Agree a daily cut-off for questions and one release time, and put it in the process letter. The seller's finance team still has a business to run.
- 7
Never overwrite a released answer.
Issue a correction as a new row that cites the old ref, and send it to everyone who saw the original.
- 8
Settle with counsel how the log will be used.
Whether released answers count as disclosure against the warranties depends on the sale agreement. Agree it early, because it changes how every answer is written. This template is not legal advice.
How good teams still get this wrong
| The mistake | What it costs | Do this instead |
|---|---|---|
| A seller's manager answers a bidder on a call. | Facts reach one bidder and not the others, with no record. | Log every call follow-up as a question, and answer it through the log. |
| Answering in the order questions arrive. | Price-sensitive questions wait behind easy ones. | Sort by priority each morning, and review the high items first. |
| Letting answers drift between bidders. | Two bidders compare notes, or their advisers do, and the seller looks unreliable. | Reuse released wording, and search the log before drafting. |
| Answering beyond the question. | Volunteered detail creates new questions, and sometimes new exposure. | Answer what was asked, with the document, and stop. |
| Keeping the log in email. | Nobody can say what was released, when, or to whom. | One log, one owner, one route. |