Term Sheets

News & Analysis as of

Court Rules That Settlement Term Sheet Is Not Worth The Paper It’s Written On

Judge Amy J. St. Eve of the Northern District of Illinois recently held that a purported settlement agreement in a putative class action filed by Craftwood Lumber Co. against Interline Brands, Inc. was not enforceable. See...more

Understanding An M&A Term Sheet

Congratulations! You just received an offer to acquire your company. A serious buyer will present you with a term sheet that covers the basic terms of the transaction. Do not make the mistake of agreeing to a term sheet...more

Term Sheet Math — When Is Your 66 Percent Really 52 Percent?

When negotiating valuation for a financing, an investor may conduct detailed due diligence and present you with a term sheet that reflects multiples, discounts, comparables, and so forth. In the end, you are negotiating for...more

Mainebiz Real Estate Insider – My “Non-Binding” Letter of Intent is a Contract?!?

Letters of intent (LOIs) can be valuable, but they also present risks. Those risks arise in part because LOIs often are drafted in a manner that places them in a legal gray area. They usually are intended to be non-binding...more

Mainebiz Real Estate Insider – LOI ROI: The Value of a Letter of Intent

Efficiency and value are fundamental guiding principles in our business lives and most of us look for ways to maximize those qualities. In real estate transactions, whether you are a buyer, seller, landlord, or tenant, a...more

8 Technology Contracting Resolutions for 2014

Along with blustery cold weather (for those of us in New England, at least), the beginning of 2014 brings with it the opportunity to reflect on the past year and to form resolutions to capitalize on the good trends, correct...more

Russian Mergers & Acquisitions Market - Challenges and Opportunities  [Video]

David Crook and Eric Michailov, partners at White & Case, discuss how the legal environment is changing for Russia-related transactions in 2013....more

Bankers Beware: A Term Sheet Might Be a Contract

A recent decision by the Pennsylvania Superior Court has lenders concerned that the common practice of exchanging term sheets with potential borrowers could saddle them with unintended contractual obligations. In County...more

When Is a Non-Binding Term Sheet or Letter of Intent Enforced as a Binding Contract?

In almost all corporate transactions, the first piece of written documentation the parties exchange and execute (after a non-disclosure agreement) is a letter of intent or term sheet (“LOI”), which is intended to summarize...more

When a Non-binding Term Sheet Becomes Binding

Tire-kickers, prevaricators and those who might otherwise agree on a term sheet with little intention of closing the deal beware: A “non-binding” term sheet is sometimes binding....more

Delaware Supreme Court Holds that a Covenant to Negotiate in Good Faith Is Enforceable and that a Plaintiff May Receive Its...

As many of you know, we serve as litigation counsel for PharmAthene, which recently received a favorable Delaware Supreme Court decision in SIGA Technologies, Inc. v. PharmAthene, Inc., 2013 WL 2303303 (Del. Supr., May 24,...more

Structured Thoughts -- Volume 4, Issue 9 -- June 17, 2013

In This Issue: UK’s FCA Restricts Marketing of Unregulated Collective Investment Schemes and Similar Products to Retail Investors; Electronic Structured Note Systems and U.S. Securities Regulation; and Reminders from...more

Delaware Supreme Court: Bad-Faith Attempt to Renegotiate Term Sheet May Create Liability for “Benefit-of-the-Bargain” Damages

A term sheet can play a useful role by allowing the parties to focus on key issues first, without getting bogged down in details. But what happens when a party agrees to a term sheet but insists on very different terms for...more

Delaware decision opens door to enforcement of term sheets

The Supreme Court of Delaware recently held that covenants to negotiate in good faith are enforceable and can be used to compel negotiating parties to adhere to otherwise non-binding term sheets. ...more

Delaware Supreme Court Affirms Enforcement of Agreement to Negotiate in Good Faith

In a recent case before the Delaware Supreme Court, SigaTechnologies v. PharmAthene, the court upheld a Delaware Chancery Court’s ruling that an express agreement between parties to negotiate in good faith, even if the...more

10 Tips For Angel Investors

1) Be familiar with current investment terms and conditions. “Standard” angel investment terms change from time to time. Know what’s current as a basis for negotiation....more

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