Prepare for disclosure and closing
Prepare the disclosure record, export closing materials and complete the final transaction checklist.
1. Prepare the Disclosure Letter
The seller’s legal adviser drafts and executes the Disclosure Letter to qualify warranties in the Share Purchase Agreement. The broker’s role is to surface relevant Data Room and RFI information to the legal team.
Legal sign-off required
Do not finalise or execute a Disclosure Letter without sell-side legal approval. If no legal adviser is engaged, contact your Due Account Manager or Customer Support about next steps and the available template.
2. Export the Data Room Document Index
- Finalise and lock the Data Room before export.
- Open the Data Room tab and click Export Index.
- Review the CSV/Excel file for complete folder paths, document names and upload dates.
- Give the index to the sell-side legal adviser and retain a copy.
3. Export the final RFI List
- Open the RFI tab and confirm RFIs are Completed or Approved.
- Address unresolved RFIs or separately export those marked Not Started or In Progress.
- Select the RFIs and click Download.
- Give the exported Q&A record to the sell-side legal adviser and retain a copy.
4. Request the Audit Log
The Audit Log records login, folder view, document view and download activity with timestamps and user identities. Contact your Due Account Manager or Customer Support to request an export, then retain it with the broker’s file.
5. Request a bulk file export
If the seller needs all Data Room files exported together, contact your Due Account Manager or Customer Service for assistance.
6. Complete the closing checklist
| Item | Completion check |
|---|---|
| Disclosure Letter | Legal adviser drafted and approved it; seller executed it; parties exchanged it with the SPA. |
| Data Room Document Index | Exported from the finalised Data Room, attached to the SPA or Disclosure Letter, and retained. |
| RFI List (Q&A Log) | Exported with RFIs completed or approved, provided to the buyer’s lawyers, and retained. |
| Buy-side access | Removed or restricted after completion under the firm’s policy and SPA obligations. |
| Project archive | Project archived in Due to preserve the transaction record. |
| Audit Log | Export requested and retained as evidence of user access and downloads. |
| Bulk Data Room export | Requested from Due if the seller requires a complete copy. |
