1. How it usually happens
Mergers, acquisitions, capital increases, business branch spin-offs, corporate reorganisations: everything kicks off from a series of preparatory documents. Financial models, presentations, term sheets, scenario analyses, emails, internal memos.
At first, they are drafts. Then they become increasingly "almost final". The problem is that when the deal gets complicated or falls through, those very drafts reclaim the spotlight.
Classic episode: an Excel file holding a preliminary valuation circulates among a few people. Months later, someone claims that value had already been shared with everyone as the definitive baseline. Another claims it was just an internal simulation. Both are convinced. The file? Updated three times with no paper trail.
There is also a less obvious dynamic: preparatory documents can be used to construct a narrative. For instance, to say a decision was inevitable, that a price had already been accepted, that certain conditions were known. In these situations, the line between "draft" and "official stance" becomes highly elastic.
The point is simple: even before contracts, these documents tell the story of what was really happening.
2. What you need to prove
When dealing with preparatory documents, you must be able to clearly prove their status over time. It isn't enough to just have the files; you need to know when they existed and what they contained at that moment.
In concrete terms, it can be useful to prove:
- the existence of a specific document version on a certain date
- the exact content of models, presentations, or memos
- whether a document was a draft, a simulation, or a structured proposal
- who produced the document
- who it was shared with
- in what context it was used
- what changes occurred over time
- what assumptions or conditions were present
- whether certain information was already known before a decision
- whether the document was reinterpreted later on
The objective is to make the timeline crystal clear, preventing a preliminary version from being presented as definitive, or vice versa.
3. What to collect
Preparatory documents are often numerous and scattered. The work lies in gathering them coherently, maintaining the link between file and context.
Useful materials:
- financial models (Excel or equivalents)
- presentations (pitches, board decks, investor decks)
- term sheets and draft agreements
- internal memos and strategic notes
- sending and commenting emails
- relevant corporate chats
- PDF versions of main documents
- previous drafts
- cited attachments (reports, analyses, benchmarks)
- screenshots of shared folders or internal systems
- any internal authorisations or feedback
- meeting or call notes
- documents showing track changes or comments
- original files prior to subsequent edits
An important detail: always preserve the context too. A file without its accompanying message is much easier to interpret opportunistically.
4. How to proceed
The key is turning a chaotic stream of drafts into an orderly, readable sequence over time.
At the start of the transaction:
- create a dedicated folder
- define a clear structure (drafts, shared versions, analyses, attachments)
During preparation:
- assign file names with date and content
- keep every version without overwriting
- separate original files and working copies
- export PDF versions of key documents
- keep emails and accompanying messages
To strengthen the documentation:
- lock relevant versions in time
- keep the original file without altering it
- link each document to its context (meeting, sending, request)
- note when a document changes meaning (from simulation to proposal, for instance)
A handy trick: if a document might be misunderstood in the future, add a brief note or email clarifying what it represents at that moment. Two lines are enough to spare lengthy arguments.
5. Mistakes to avoid
Problems almost always stem from disorganisation and ambiguity.
Frequent mistakes:
- overwriting files without maintaining versions
- using generic file names ("final", "latest", "definitive")
- failing to distinguish between draft and shared version
- losing emails or messages linked to documents
- working directly on original files
- failing to track significant edits
- mixing internal documents with externally shared ones
- ignoring the context in which the document was produced
- letting crucial files circulate uncontrollably
A useful tip is treating every document like a photograph of a precise moment. If that photograph changes, a new image must exist, not an invisible edit of the previous one.
Free certification is useful because it allows you to lock a document version in time, before it gets modified or reinterpreted.
6. After the documentation
Once documents are gathered and organised, the next step is keeping them aligned with the transaction's evolution.
You should:
- update the archive at every significant step
- align involved parties on the correct versions
- clearly distinguish between internal and shared documents
- prepare a summary linking documents to decisions
If disputes arise:
- reconstruct the chronological timeline
- verify versions and content
- clarify the role of each document
Depending on complexity, it may be useful to involve governance, finance, management, or external consultants experienced in corporate transactions and risk management.
The practical goal is to stop the deal's story from being written after the fact. When documents are neat and dated, the history remains much more stable.