Vendor security reviews and small diligence processes often start the same way: someone creates a Drive folder, drops policies and SOC reports in, and pastes the link into Slack. It feels fast until the folder outlives the deal—and nobody can say who still has access.
This article shows how to run a lightweight diligence room without a shared Drive: sealed packets, audience separation, and close-out evidence that survives a real questionnaire.
When a sealed-packet room beats a shared folder
- Fewer than a few dozen reviewers
- Materials are mostly static PDFs and exports—not live co-editing
- You need expiry, revoke, and who-opened-what after the fact
- Vendor or buyer threat models care whether the storage operator can read plaintext
Keep Google Drive (or your suite) for drafting. Move the sealed subset into a vault. For the broader Drive decision, see Drive vs encrypted vault.
Room design that does not sprawl
1. Inventory by sensitivity, not by folder habit
Split “can be public on the website,” “NDA-gated,” and “need-to-know only.” Only the last two belong in sealed shares.
2. One audience, one packet
Security reviewers, commercial counsel, and investors often need different subsets. Separate links beat one junk-drawer room with everyone over-permissioned.
3. Expiry aligned to the SOW or LOI
Set the end date when you mint the share. “Forever” should require a written exception.
4. Naming for humans, assuming metadata may leak
Even when content is encrypted, filenames and folder labels can reveal deal context. Use boring, consistent names.
Operating the room during the review
- Issue sealed links with view limits when the audience is small
- Deliver optional passwords out of band
- Log who requested access in your ticket or CRM note
- Replace materials by minting updates—do not accumulate forever
- Revoke promptly when a reviewer drops off the process
Compliance Locker supports this with client-side sealed files, share controls, and exportable vault activity—without pretending to be a full enterprise VDR for mega-deals.
Close-out checklist
- Revoke every diligence share on the close date
- Export activity for packets that mattered to the decision
- Archive the inventory list with your deal record
- Confirm no parallel Drive “Diligence (old)” folder still open
- Keep questionnaire language precise—see answering encryption questions
FAQ
Do we need a full virtual data room (VDR) product?
Not always. Full VDRs shine for large M&A with hundreds of reviewers and complex permission trees. Many vendor diligence and small investment processes are better served by sealed packets with expiry and activity export.
Why not just a shared Drive folder named Diligence?
Those folders rarely die. Permissions sprawl, filenames become a second data leak, and you inherit Drive’s collaboration trust model—not a client-held key boundary.
How should we handle updates to diligence materials?
Mint a new sealed set (or replace discrete files) rather than leaving stale versions reachable forever under the same eternal link.
What should we export when diligence closes?
A list of shares issued, expiry and revoke events, and access activity for the sealed packets—not a screenshot of a folder tree.
Can investors and counsel share one room?
Prefer separate sealed packets per audience when blast radius differs. One mega-room recreates the shared-folder problem under a nicer name.
Related: Secure sharing without shared passwords, what auditors ask for.