How it works in a data room
The seller creates a dedicated user group for the clean team and places sensitive material, such as customer-level pricing, supplier terms or capacity plans, in folders that only that group can open. The clean team signs a protocol setting out what it may and may not pass on, and reports back to the buyer only in aggregated or anonymized form. Data room permissions enforce the boundary, while user groups and logs show that nobody outside the team opened the folder. Downloads are usually blocked and watermarks applied.
Why it matters in a deal
When buyer and target compete, sharing detailed commercial data before closing can breach competition law even if the deal never happens. Regulators in the US, the EU and the UK all watch for exchanges that look like coordination; see gun jumping. A clean team lets the buyer value synergies and plan integration while keeping sensitive data away from its sales and pricing staff. It is also used in life sciences, where scientific data may need similar limits. This is general information only; antitrust counsel should design the protocol.
Example
Two regional food distributors in the US agree to merge. The acquirer wants to estimate savings from overlapping customer routes. The target places customer-by-customer volumes in a clean team folder that only an outside consultancy can open. The consultants model overlaps and give the acquirer’s management a summary with totals by region. Our legal industry guide covers how law firms set these rooms up.