Document background
The Term Sheet Share Purchase Agreement is a crucial preliminary document used in Swiss M&A transactions to establish the fundamental terms of a share acquisition. It serves as a roadmap for the transaction and subsequent detailed documentation, typically being prepared after initial commercial agreement but before comprehensive due diligence and detailed contract drafting. This document is essential in Swiss corporate practice as it helps parties align their expectations and reduce the risk of misunderstandings during later negotiations. While mostly non-binding, it often includes certain binding provisions such as confidentiality, exclusivity, and cost allocation. The term sheet's structure and content must reflect Swiss legal requirements, particularly those under the Swiss Code of Obligations and relevant corporate laws. It is commonly used in both private and public company transactions, though the level of detail and specific provisions may vary depending on the transaction's complexity and the parties involved.
