Start With the Index. Make Every File Earn Admission.
Folder-first rooms slow deals; an index-first register adds provenance, owners, tie-outs, and staged access that survives scrutiny.
The Index is the room, not the folders
We built the folder tree first. “Legal,” “Finance,” “HR,” then we started dropping files inside. It feels orderly. It is not. When I see a vague structure, I assume the room was built for storage, not for scrutiny. Scrutiny needs retrieval. Retrieval needs an Index.
Folders hide contradictions. A contract amendment lands in “Legal,” the pricing schedule lands in “Sales,” and nobody can prove which one controls. Two PDFs can share a filename while carrying different numbers. That is not a filing issue. That is a tie-out failure to be flagged.
A diligence team does not browse. They query: “Show me revenue recognition,” “List change-of-control exposure,” “Tie this KPI to the bank.” If our Index cannot answer in seconds, the deal slows and the audit expands.
The corrective protocol: write the Index before uploading anything. Give each document a purpose, owner, period, provenance, and status. Then the files earn admission.
The Red Flag: Folder-first thinking
The Protocol: Index-first admission rules with a human-readable register
Why a vague Index slows deals
Folders are an interface for the people who built the room. They are not an interface for the people who must test it. Reviewers do not have context. They have a checklist and a clock.
When the Index is vague (“Financials,” “Contracts,” “Misc”), I assume we do not understand our own risk map. The next move is predictable: the buyer stops asking for specific exhibits and starts asking for “everything that could be relevant.” That is how scope creeps, and scope creep is a cost.
An Index is not a convenience feature. It is the control panel for disclosure: what we have, what we do not have, and why.
The Index template we use
We keep the Index human-readable. If it requires training, it will not be maintained. Each row is a promise: this document exists, it is current, and it ties to the story.
Minimum fields:
- Exhibit ID: stable reference (e.g., FIN-03, TAX-02)
- Document name: precise, not clever
- Purpose: what question it answers
- Period: month/quarter/year covered
- Owner: who can explain it under pressure
- Provenance: source system or origin (ERP, bank portal, signed PDF)
- Status: current / superseded / pending
- Tie-out: what it reconciles to (P&L line, bank balance, cap table)
- Access: staged, restricted, or redacted
Example:
| Exhibit | Document | Purpose | Period | Owner | Provenance | Status | Tie-out | Access |
|---|---|---|---|---|---|---|---|---|
| FIN-03 | Monthly P&L (signed) | Revenue bridge | 2025-01 to 2025-09 | CFO | ERP export + signature | current | Bank statements | staged |
If we cannot fill “purpose,” we do not upload the file. If we cannot name an owner, the file is a liability.
Admission rules: make files earn entry
Folder-first rooms grow by gravity. Index-first rooms grow by criteria.
We use an admission gate:
Candidate file → Index row (completed) → Tie-out check → Redaction pass → Upload + exhibit IDFAQs
What is the minimum an Index must contain?
Exhibit ID, purpose, period, owner, provenance, status, tie-out, and access level. Anything less invites fishing.
Do we still need folders?
Yes, but folders are secondary. The Index is the controlling map for disclosure.
How does an Index reduce diligence requests?
It answers queries fast, shows accountability, and flags gaps before the buyer turns them into findings.