A virtual data room (VDR) is an online document repository and sharing platform through which a seller makes due diligence information available to a prospective buyer and its advisers in a controlled environment. This checklist covers the principal seller-side matters for a private M&A share or asset sale. It assumes that a third-party VDR provider is used and identifies additional auction considerations. Preliminary matters Is a VDR appropriate, having regard to the sensitivity of the transaction and any legal, regulatory or national security restrictions? Should any information be made available only in a physical or hybrid data room? What is the scope of the exercise? Identify the target company and group, or the business and assets being sold, relevant jurisdictions and due diligence workstreams. What will the VDR be used for, for example buyer due diligence, the Q&A process and ultimately the disclosure process? Who will administer the VDR? Who may upload, move or delete documents, change permissions, approve content and access, and manage Q&A? Is administrative access limited to designated members of the seller's team and