44 terms
Data room glossary
The words Canadian deal teams, lawyers and accountants use around a data room, defined in one or two plain sentences.
A
- Accredited investor
- An investor who meets income, asset or status tests under NI 45-106 and can buy securities without a prospectus.
- Activity log
- A record of who opened, downloaded or printed each document in a data room and when; also called an audit trail.
- AMF
- Autorité des marchés financiers, Quebec's regulator for securities, insurance and deposit institutions.
- Asset sale
- A sale of a business's assets rather than its shares; the buyer picks assets and liabilities, and the seller's company pays the tax.
B
- BIA
- Bankruptcy and Insolvency Act, the federal statute for bankruptcies, proposals and receiverships.
C
- Capital pool company (CPC)
- A TSX Venture shell company with cash and no business that lists to complete a qualifying transaction with a private company.
- CCAA
- Companies' Creditors Arrangement Act, the federal restructuring statute for debtors with claims over C$5 million.
- CIM
- Confidential information memorandum: the sale document a sell-side adviser sends bidders after they sign an NDA.
- CIRO
- Canadian Investment Regulatory Organization, the self-regulatory body for investment dealers and mutual fund dealers.
- Clean team
- A small group of advisers or employees allowed to see competitively sensitive data, such as pricing, before closing.
- Closing book
- The final, indexed set of signed deal documents, often exported from the data room.
- Competition Act notification
- A pre-merger filing with the Competition Bureau when both the party-size (C$400 million) and transaction-size (C$93 million in 2026) thresholds are met.
D
- Data processing agreement
- A contract that sets how a vendor handles personal information on your behalf: security, sub-processors, location and breach notice.
- Data residency
- Where data is physically stored. Some Canadian public bodies, hospitals and contracts require storage in Canada.
- Disclosure letter
- The seller's list of exceptions to the representations in a purchase agreement, backed by documents in the room.
- Dynamic watermark
- A viewer's name, email and time stamped on each page when a document is opened, printed or downloaded.
E
- Estoppel certificate
- A tenant's signed confirmation of lease terms, used in commercial real estate due diligence.
F
- Flow-through shares
- Shares that let a mining or energy explorer pass eligible exploration expenses to investors for a tax deduction.
G
- GST/HST
- Goods and services tax (5%) or the harmonized sales tax that combines it with provincial tax in Ontario and Atlantic Canada.
I
- Impact benefit agreement (IBA)
- An agreement between a project owner and an Indigenous community on benefits, employment and environmental terms.
- Investment Canada Act
- The federal law that requires notification or review of foreign acquisitions of Canadian businesses; 2026 review thresholds start at C$578 million for state-owned investors.
L
- Law 25
- Quebec's privacy reform of its private sector act, with privacy impact assessments before personal information leaves Quebec.
- LCGE
- Lifetime capital gains exemption: C$1.25 million of gain on qualified small business corporation shares or farm and fishing property.
- LOI
- Letter of intent: a mostly non-binding outline of price and terms, signed before full due diligence starts.
M
- Minute book
- A corporation's official records: articles, by-laws, resolutions, registers of directors, officers and shareholders.
N
- NI 43-101
- The national instrument that sets disclosure standards for mineral projects, including technical reports by a qualified person.
- NI 45-106
- The national instrument that sets prospectus exemptions, such as the accredited investor and offering memorandum exemptions.
- NI 51-101
- The national instrument for oil and gas reserves disclosure, with reports by a qualified reserves evaluator.
O
- OSC
- Ontario Securities Commission, the securities regulator for Ontario.
P
- PIPEDA
- Personal Information Protection and Electronic Documents Act, the federal private-sector privacy law; section 7.2 covers business transactions.
Q
- Q&A module
- A data room tool where bidders ask questions, experts draft answers and an approver publishes them.
- QSBC shares
- Qualified small business corporation shares: shares of a Canadian-controlled private corporation that meet asset and holding tests for the LCGE.
- Quality of earnings
- An accounting review of how sustainable and accurate reported earnings are, commissioned by a buyer or a seller.
R
- Redaction
- Blacking out personal or sensitive information in a document before others see it.
- Reverse takeover (RTO)
- A private company going public by merging into a listed shell, reviewed by the exchange like a listing.
S
- Section 116 certificate
- A CRA clearance certificate when a non-resident sells taxable Canadian property, so the buyer need not withhold 25%.
- SEDAR+
- The national system where Canadian public issuers file disclosure documents.
- Share sale
- A sale of the company's shares; the buyer takes the company with all its history, and the seller may use the LCGE.
- SISP
- Sale and investment solicitation process: a court-approved process run by a monitor or receiver to sell an insolvent business.
- SR&ED
- Scientific research and experimental development tax credits; buyers review the claims and CRA correspondence.
- Staged disclosure
- Releasing documents in phases, keeping the most sensitive files until a preferred bidder is chosen.
T
- TSX Venture Exchange (TSXV)
- Canada's exchange for early-stage public companies, with Tier 1 and Tier 2 listing standards.
V
- Vendor take-back (VTB)
- Part of the price that the seller lends to the buyer, paid over time after closing.
- View-only access
- A permission that lets a user read a document in the browser without downloading or printing it.