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Funding Term Sheet for Malta

Funding Term Sheet Template for Malta

A Funding Term Sheet is a preliminary document that outlines the primary terms and conditions of a proposed investment transaction under Maltese law. This document serves as a foundation for subsequent definitive agreements and captures key commercial terms including investment amount, valuation, security type, and investor rights. As a document governed by Maltese law, it incorporates local legal requirements while often following international investment practices, making it suitable for both domestic and cross-border transactions. The document typically includes both binding and non-binding provisions, with certain sections like confidentiality and exclusivity usually being legally binding.

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What is a Funding Term Sheet?

The Funding Term Sheet serves as a crucial preliminary document in investment transactions under Maltese jurisdiction, typically used when a company is seeking external investment or during fundraising rounds. It acts as a roadmap for the preparation of definitive investment agreements, outlining key commercial and legal terms while providing a framework for further negotiations. The document typically includes essential elements such as investment structure, valuation, investor rights, and governance provisions, all aligned with Maltese legal requirements and market practice. While mostly non-binding, certain provisions like confidentiality and exclusivity are usually binding on the parties. The Term Sheet's structure reflects Malta's position as an EU member state and international financial center, incorporating both local legal requirements and internationally recognized investment terms.

What sections should be included in a Funding Term Sheet?

1. Parties: Identification of the company receiving funding and the potential investor(s)

2. Background: Brief description of the company, purpose of the investment, and current capitalization

3. Definitions: Key terms used throughout the term sheet

4. Investment Amount: Total funding amount and payment structure

5. Valuation: Pre-money and post-money valuation of the company

6. Investment Instrument: Type of security being offered (e.g., preferred shares, convertible notes)

7. Key Terms: Essential investment terms including price per share, voting rights, and dividend rights

8. Board Composition: Structure and composition of the board post-investment

9. Investor Rights: Key rights granted to investors including information rights and pre-emptive rights

10. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions

11. Binding Effect: Statement of which provisions are binding and non-binding

12. Confidentiality: Confidentiality obligations of all parties

13. Exclusivity: Period during which the company cannot seek alternative funding

14. Closing Conditions: Conditions that must be met before the investment can close

15. Timeline: Expected timeline for due diligence and closing

What sections are optional to include in a Funding Term Sheet?

1. Anti-dilution Protection: Protection mechanisms for investors against future down rounds, optional for early-stage investments

2. Liquidation Preference: Terms determining distribution priority in case of liquidation, typically included for larger investments

3. Tag-Along Rights: Rights allowing investors to join in sale of shares by founders, important for minority investor protection

4. Drag-Along Rights: Rights forcing minority shareholders to join in a company sale, useful for majority investors

5. Founder Vesting: Vesting schedule for founder shares, typically included when founders are still actively involved

6. Employee Share Option Pool: Allocation of shares for employee incentives, relevant when planning staff incentivization

7. Key Performance Indicators: Specific performance metrics tied to funding, relevant for milestone-based investments

8. Environmental, Social and Governance (ESG) Requirements: Specific ESG commitments, increasingly important for institutional investors

What schedules should be included in a Funding Term Sheet?

1. Cap Table: Current and post-investment capitalization table showing ownership structure

2. Use of Funds: Detailed breakdown of how the investment will be utilized

3. Key Financial Metrics: Summary of important financial metrics and projections

4. Milestone Schedule: If applicable, detailed timeline of investment-related milestones

5. Required Corporate Approvals: List of necessary corporate and regulatory approvals under Maltese law

Authors

Alex Denne

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

Jurisdiction

Malta

Publisher

Ƶ

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions






















































Clauses






























Relevant Industries

Technology and Software

Financial Services

Healthcare and Biotechnology

Real Estate

Manufacturing

E-commerce

Gaming and iGaming

Maritime and Logistics

Renewable Energy

Telecommunications

Pharmaceutical

Professional Services

Retail and Consumer Goods

Digital Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investment

Executive Leadership

Compliance

Business Development

Corporate Secretariat

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Venture Capital Partner

Private Equity Manager

Corporate Lawyer

Investment Banker

Business Development Director

Company Secretary

Fund Manager

Investment Analyst

Legal Counsel

Financial Controller

Managing Director

Compliance Officer

Industries








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