M&A starts in the data room – what would yours say about your business?


Posted by Such Amin, CEO of inCase, part of Legal Futures Associate Access Legal

Amin: Don’t just tick boxes – tell a story

When I sold inCase, my communications app for lawyers and their clients, to Access Legal last year, people asked me what made the deal run smoothly. They expected a story about negotiation tactics or valuation strategies.

But the truth? It started with the data room – the single most powerful tool in mergers and acquisitions (M&A).

Start before you think you need to

For me, the data room became a way to prove that inCase wasn’t just a great product – it was a well-run company with long-term potential.

However, if the data room had been built once the deal was underway, it would become retrospective, when in reality it evolved with the business, in real time. So, I didn’t wait until a term sheet was signed to start building it. In fact, I didn’t wait for any deal conversation at all.

Most founders leave it until the end and treat it like a compliance job. But coming from the legal sector, I had the opposite mindset. Compliance, governance and good record-keeping aren’t just tick-box exercises – they’re part of the job. It’s second nature in our industry to keep things in order, and that approach made a real difference when the time came for us to speak to potential buyers.

This meant that years before our acquisition, we had already been pulling together the right documents, reports and structure. This was because I wanted to run the business as if it was always ready to be acquired, not as a startup that just happened to be doing well.

That mindset made us sharper and more disciplined. It forced us to keep things clean and current, from our HR policies and case documents to our tech architecture and finances.

It also meant we didn’t panic when things moved quickly with Access Legal. We already had what they needed, which gave us breathing room to focus on the relationship, not just the paperwork.

Think like the buyer

If I had to give founders one practical tip, it would be to structure your data room the way you’d want someone to understand your business from the inside out. Don’t just tick boxes – tell a story.

Think about why you made certain decisions. How do you handle risk? What’s the roadmap, and how confident are you in hitting it? These aren’t just documents – they’re signals about how you think, how you lead and how mature your business really is.

One of the best things we did was try to see the business from a buyer’s perspective. What would you want to see if you were investing in or acquiring your company? What would reassure you that it would make good business sense?

We didn’t just include the polished stuff – we showed the realities too. You don’t have to have everything perfect, but you must show that you know where the weaknesses in your business are and that you’ve got a plan for them. Ultimately, the more open we were, the more confidence we created in our product.

Transform compliance into confidence

The data room isn’t just for due diligence – it’s a strategic asset. It forces operational clarity, aligns your team and sets a standard. When a deal opportunity does arise, whether expected or not, it turns what could be a stressful sprint into a much more controlled process.

For inCase, it meant we didn’t just survive due diligence but we also impressed. The team at Access Legal could see that we were the real deal, not just in growth numbers but in how we operated. That helped us move quickly and with confidence on both sides.

And now, our customers also benefit from being connected to an even broader range of services and products, unlocking greater value and support with case management and legal business management tools.

So, if you’re a founder, my advice is simple. Don’t wait for an M&A opportunity to show up at your door. Build your data room now. Not just because you might sell someday, but because it forces you to run a better, more efficient business today and keeps front of mind those things that a buyer will be looking out for.

It’s the clearest mirror you’ve got. And when the right buyer does walk in, it’ll tell the story of who you are – and why your business is the one worth investing in.

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