Document background
A Term Sheet Share Purchase Agreement is a crucial preliminary document used in merger and acquisition transactions under Dutch law. It serves as a roadmap for the transaction, documenting the parties' initial understanding of key commercial and legal terms before proceeding with detailed due diligence and definitive agreements. While predominantly non-binding, it typically includes binding provisions on confidentiality and exclusivity. The document is particularly important in the Dutch context as it needs to account for specific local requirements such as works council consultation rights, regulatory approvals, and Dutch corporate law provisions. It helps parties align their expectations early in the transaction process and provides a framework for negotiating the final Share Purchase Agreement.
