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Acquisition Term Sheet Template for Switzerland

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Key Requirements PROMPT example:

Acquisition Term Sheet

"I need an Acquisition Term Sheet for the purchase of a Swiss pharmaceutical company, including specific provisions for IP rights transfer and regulatory compliance, with completion targeted for March 2025."

Document background
The Acquisition Term Sheet is a crucial preliminary document used in the early stages of M&A transactions under Swiss law. It serves as a roadmap for the transaction by documenting the parties' preliminary understanding of key commercial and legal terms. While primarily non-binding, it creates a framework for negotiating definitive agreements and conducting due diligence. The document typically follows Swiss market practice and legal requirements, particularly those established by the Swiss Code of Obligations and Swiss M&A regulations. It is commonly used when parties have reached preliminary agreement on key terms but before committing significant resources to detailed due diligence and definitive documentation. The term sheet helps align expectations, identify potential deal-breakers early, and streamline the negotiation process for the final transaction documents.
Suggested Sections

1. Parties: Identification of the buyer, seller, and target company, including their legal names and jurisdictions

2. Background: Brief context of the proposed transaction and purpose of the term sheet

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed transaction structure (share purchase, asset purchase, merger, etc.)

5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments

6. Payment Terms: Timing and method of payment, including any deferred payments or escrow arrangements

7. Key Conditions Precedent: Essential conditions that must be satisfied before closing

8. Due Diligence: Scope and timeline for due diligence investigation

9. Timeline: Key dates and deadlines for the transaction

10. Exclusivity: Terms of exclusive negotiation period

11. Confidentiality: Confidentiality obligations of the parties

12. Binding Effect: Specification of which provisions are binding and non-binding

13. Governing Law: Applicable law and jurisdiction

14. Costs: Allocation of transaction costs between parties

Optional Sections

1. Earn-out Provisions: Include when purchase price includes performance-based additional payments

2. Management Retention: Include when key management retention is crucial to the transaction

3. Regulatory Approvals: Include for regulated industries or when specific regulatory clearances are required

4. Employee Matters: Include when specific employee-related arrangements are material to the transaction

5. Real Estate: Include when real estate assets are material to the transaction

6. Intellectual Property: Include when IP assets are material to the transaction

7. Environmental Matters: Include for industries with significant environmental concerns

8. Break-up Fee: Include when parties want to specify compensation for transaction termination

Suggested Schedules

1. Purchase Price Calculation: Detailed methodology for calculating the purchase price and adjustments

2. Key Assets Schedule: List of material assets included in the transaction (if asset purchase)

3. Timeline Overview: Detailed transaction timeline with key milestones and deadlines

4. Required Consents: List of material third-party consents required for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Media and Entertainment

Transportation and Logistics

Life Sciences

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Mergers & Acquisitions

Due Diligence

Corporate Finance

Business Development

Risk Management

Compliance

Tax

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Head of M&A

Corporate Development Director

Investment Banking Director

M&A Partner

Transaction Advisory Partner

Due Diligence Manager

Business Development Director

Corporate Finance Manager

Board Member

Managing Director

Strategy Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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