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Convertible Equity Term Sheet Template for England and Wales

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Key Requirements PROMPT example:

Convertible Equity Term Sheet

"I need a Convertible Equity Term Sheet for a Series A investment of £2 million into my fintech startup, with a 20% discount rate and £15 million valuation cap, to be completed before March 2025."

Document background
The Convertible Equity Term Sheet is commonly used in early-stage funding scenarios where determining a company's immediate valuation is challenging. Under English and Welsh law, this document provides a foundation for investment that converts to equity upon triggering events, typically a qualified funding round or exit. It offers investors potential upside through discount rates and valuation caps while providing companies with immediate capital without complex equity negotiations. The document includes essential terms such as investment amount, conversion mechanics, investor rights, and protection provisions.
Suggested Sections

1. Introduction: Company information and current capitalization details

2. Investment Amount: Details of the proposed investment and valuation terms

3. Conversion Rights: Terms and conditions for equity conversion, including trigger events

4. Valuation Cap: Maximum valuation for conversion purposes and calculation methodology

5. Discount Rate: Specified discount on conversion price relative to qualifying round

Optional Sections

1. Pro-rata Rights: Right to participate in future funding rounds, typically included for larger investors

2. Information Rights: Investor's rights to company information and financial reports, recommended for investments above certain threshold

3. Board Rights: Observer or voting rights on the board, typically included for strategic or lead investors

4. Most Favored Nation: Protection ensuring investor receives best terms offered to other investors, optional for sophisticated investors

Suggested Schedules

1. Schedule 1 - Cap Table: Current shareholding structure and ownership breakdown

2. Schedule 2 - Key Terms Definition: Detailed definitions of technical terms used in the term sheet

3. Schedule 3 - Conversion Mechanics: Detailed explanation of conversion calculations and examples

4. Schedule 4 - Company Information: Key company details including registration information and current directors

Authors

Alex Denne

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company formation, operations, and structure in the UK. Key sections include share capital regulations, share classes, shareholder rights, and directors' duties provisions.

Financial Services and Markets Act 2000: Regulatory framework for financial services in the UK, covering financial promotions, investment restrictions and requirements relevant to convertible equity instruments.

Corporate Insolvency and Governance Act 2020: Legislation affecting corporate restructuring and insolvency proceedings, relevant for understanding the implications of conversion rights in distress scenarios.

FCA Regulations: Financial Conduct Authority regulations governing regulated activities and collective investment schemes, crucial for structuring convertible equity instruments.

UK Listing Rules: Rules governing listed companies and IPO requirements, important for future conversion scenarios and public market considerations.

Income Tax Act 2007: Tax legislation relevant for understanding the tax treatment of convertible equity instruments for investors and issuers.

Corporation Tax Act 2010: Corporate tax framework affecting the tax treatment of convertible equity instruments at the company level.

SEIS/EIS Regulations: Seed Enterprise Investment Scheme and Enterprise Investment Scheme regulations, critical for tax-efficient investment structures in UK startups.

UK Corporate Governance Code: Best practice guidelines for corporate governance, relevant for structuring investor rights and company management provisions.

UK GDPR/Data Protection Act 2018: Data protection legislation that may affect information sharing and reporting requirements in the investment agreement.

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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