News & Analysis as of

Term Sheets

In Case You Missed It: Launch Links - May, 2017 #2

by WilmerHale on

Some interesting links we found across the web this week: Venture Capital Funding for Cleantech Still Looks Pretty Grim The startup world at large is looking for a rebound after a down year in 2016, but if the Brookings...more

Term Sheet Terminology: Cumulative VS. Compounding Dividends

by Fox Rothschild LLP on

Issuers and investors are well advised to document their deal in a term sheet. Though generally non-binding, they add significant value. Detailed term sheets raise issues early when there is still ample negotiating time....more

Do You Have an Enforceable Contract for the Sale of Family-Owned Business Interests or Just an Agreement to Agree?

by Murtha Cullina on

Family members often transfer family-business ownership interests or other assets between each other. Their discussions sometimes progress from informal negotiations to a written term sheet to a final written agreement....more

Agreeing to Agree: Commercial Division Rules Twice that Term Sheets Were Not Binding Agreements

In two recent decisions, Justices Charles E. Ramos and Saliann Scarpulla of the New York Commercial Division ruled that term sheets were not binding agreements. Keitel v. E*Trade Fin. Corp., No. 652220/2015, 2017 BL 131532...more

In Case You Missed It: Launch Links - April, 2017 #2

by WilmerHale on

Some interesting links we found across the web this week: Know Your Limits: Understanding Your Term Sheet’s Exclusivity Provision - Before going exclusive with a VC, startups should understand this key provision in...more

Know Your Limits: Understanding Your Term Sheet’s Exclusivity Provision

by WilmerHale on

Hollywood’s exclusive parties include only the hottest A-listers. Exclusive sales are advertised only to a boutique’s biggest spenders. The startup world has its own take on exclusivity: Investors and buyers routinely insert...more

Blog: Negotiating the Venture Debt Term Sheet

by Cooley LLP on

Now that you’ve decided that borrowing money is a better option than doing an equity round, how do you determine the terms of the loan? Venture debt lenders will typically present you with a term sheet so you can evaluate...more

Some Pitfalls of Negotiating Your Own Buyout in a Business Divorce

More and more shareholder dispute litigations are settling earlier than ever before, which is obviously a good thing for anyone who does not want to pay a fortune in legal fees (i.e., everyone). The reason is simple – in all...more

Sham Guaranties Are (Still) Hard To Come By

In a prior post, Sham Guaranties Are Hard To Come By, we reviewed a decision from the First District Court of Appeal that emphasized how difficult it is for guarantors to win on a “sham guaranty” defense. That defense...more

Creating and Maximizing Enforceable Settlements

by Cozen O'Connor on

Settling a case may be the culmination of years of litigation or a strategic move at the outset to avoid litigation costs. Many times, settlement occurs at some point in between. Regardless of when the settlement occurs, it’s...more

Grant of security – Not so secure anymore?

by Dentons on

The recent High Court decision in Encus International Pte Ltd (in compulsory liquidation) v Tenacious Investment Pte Ltd & Ors [2016] SGHC 50 (Encus International) bears significance to lenders for two pivotal reasons. First,...more

An Emerging Trend in Early-Stage Company Financing? – After Years of Growing Ubiquity of Convertible Notes, a Return to Priced...

by McCarter & English, LLP on

After years of increasing acceptance of and reliance on convertible note financings as a mechanism for funding early-stage companies, we have noted a clear emerging trend away from such transactions (and others like them,...more

Anatomy of a Term Sheet: Series A Financing (Q2 2016)

by McCarter & English, LLP on

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

In Case You Missed It: Launch Links - June 2016 #4

by WilmerHale on

Some interesting links we found across the web this week: What Brexit Means for Tech Startups - Brexit news dominated headlines this week, so here’s a roundup from the startup perspective....more

Startup M&A: Why a Letter of Intent Deserves Your Full Attention

by WilmerHale on

You might know it as a letter of intent or a term sheet. Maybe you’ve heard it referred to as an MOU, or memorandum of understanding. Whatever you call it, this document of about five pages is a summary of the terms of a deal...more

What’s in a VC Term Sheet?

by WilmerHale on

You’ve just received your first venture capital term sheet. Congratulations—you’ve earned it. Now what does it all mean? “Pre-money valuation,” “liquidation preference,” “pro-rata participation rights”? A seasoned venture...more

Convertible Debt Term Sheets – What Companies Need to Know

Convertible debt is a type of financing companies frequently seek as a prelude to their first significant preferred equity financing, or as a bridge round between equity financings. A convertible debt round will typically...more

Blog: Agreements to Agree can be Broken: Negotiating Letters of Intent

by Cooley LLP on

On December 23, 2015, the Delaware Supreme Court held that SIGA Technologies, Inc. cannot avoid paying $113 million in expectation damages (plus interest) to PharmAthene, Inc. for breaching an express agreement to negotiate a...more

Term Sheets and the Reimbursement of Due Diligence Costs

by Poyner Spruill LLP on

In today’s fast-paced lending environment, lenders often are required to order third-party reports and engage outside counsel prior to completing formal underwriting and issuing loan commitments. A non-binding term sheet is...more

4 Ways to Protect Your Business During Exit Talks

by Foley & Lardner LLP on

There comes a time when just about every reasonably successful startup gets an exit opportunity. For founders, these moments are triumphant. You’ve dedicated years of your life to building something, and now somebody wants to...more

Term sheet may be legally binding

by Dentons on

A recent High Court decision has considered the contractual status of a document described as a "term sheet" which related to an investment in a joint venture company....more

To PPM or not to PPM that is the Question for many Start-Ups

by Bryan Cave on

Many start-up companies know they want to raise angel capital, but do not know how to proceed. They really want to know: “do I need a 50 page Private Placement Memorandum to raise money?” The answer is: “It depends, but...more

Preferred Equity Financing Term Sheets – What Companies Need to Know

As a founder of a startup, receiving your first venture capital term sheet can be one of the most exciting times in the early life of your company. Knowing that potential investors believe in your team and your company enough...more

Georgia Supreme Court Answers “Yes”—A Guarantor May Waive Foreclosure Confirmation

In a decision issued on February 22, 2016, the Supreme Court of Georgia ruled that a guarantor can waive by contract the requirement for a lender to obtain confirmation of a foreclosure sale before pursuing the guarantor for...more

Caveat Emptor: Non-compliance with a Non-Binding Term Sheet Results in $195 Million Judgment

On December 23, 2015, the Delaware Supreme Court affirmed the Delaware Chancery Court’s award of $195 million to PharmAthene, Inc. (“PharmAthene”) as compensation for lost profits (a/k/a expectation damages) on account of the...more

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