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Acquisition Term Sheet Generator for the USA

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Key Requirements PROMPT example:

Acquisition Term Sheet

"Need an Acquisition Term Sheet for our technology company's planned purchase of a SaaS startup, with specific focus on IP rights and employee retention provisions, targeting completion by March 2025."

Document background
The Acquisition Term Sheet is a crucial preliminary document used in U.S. merger and acquisition transactions to establish the fundamental terms of a proposed deal. It serves as a roadmap for subsequent negotiations and due diligence, typically preceding the definitive purchase agreement. While mostly non-binding, it demonstrates serious intent and commitment from all parties. The document traditionally includes essential elements such as purchase price, payment terms, transaction structure, conditions to closing, and timing considerations. Term sheets are particularly valuable in complex transactions where alignment on key terms early in the process is critical to avoid wasted time and resources.
Suggested Sections

1. Parties: Identification of buyer and seller entities, including legal names and addresses

2. Transaction Overview: Brief description of the proposed transaction structure and key objectives

3. Purchase Price: Detailed breakdown of consideration, including cash, stock, earnouts, and adjustments

4. Structure: Whether asset purchase, stock purchase, or merger, and key transaction steps

5. Timing: Expected timeline for due diligence, definitive agreements, and closing

6. Key Conditions: Essential conditions precedent to closing including regulatory approvals

7. Exclusivity: Terms and duration of any exclusivity period

Optional Sections

1. Parties: Identification of buyer and seller entities, including legal names and addresses

2. Transaction Overview: Brief description of the proposed transaction structure and key objectives

3. Purchase Price: Detailed breakdown of consideration, including cash, stock, earnouts, and adjustments

4. Structure: Whether asset purchase, stock purchase, or merger, and key transaction steps

5. Timing: Expected timeline for due diligence, definitive agreements, and closing

6. Key Conditions: Essential conditions precedent to closing including regulatory approvals

7. Exclusivity: Terms and duration of any exclusivity period

Suggested Schedules

1. Pro Forma Cap Table: Post-closing ownership structure showing detailed breakdown of shareholding

2. Purchase Price Calculation: Detailed breakdown of consideration components and adjustment mechanisms

3. Key Assets/Liabilities Schedule: List of material assets or liabilities included/excluded from the transaction

4. Required Approvals Schedule: List of material third-party and regulatory approvals needed for closing

5. Key Employee List: List of essential personnel and proposed retention arrangements

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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Industries

Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 - governing securities transactions, disclosure requirements, and investor protection

Antitrust Legislation: Hart-Scott-Rodino Act, Federal Trade Commission Act, Sherman Act, and Clayton Act - governing competition, monopolies, and merger review requirements

Corporate Governance Laws: Sarbanes-Oxley Act and Dodd-Frank Act - establishing requirements for corporate governance, financial disclosure, and internal controls

State Corporate Laws: State-specific corporate laws (e.g., Delaware General Corporation Law) governing corporate formation, operations, and transactions

Blue Sky Laws: State securities laws regulating the offering and sale of securities to protect investors against fraudulent activities

Employment and Labor Laws: WARN Act, ERISA, and labor laws regarding employment succession, benefits, and worker protection in corporate transactions

Tax Regulations: Internal Revenue Code provisions, state/local tax implications, and international tax treaties affecting transaction structure and tax consequences

Intellectual Property Laws: Patent Act, Copyright Act, Trademark Act, and Trade Secrets Protection Acts governing the transfer and protection of intellectual property assets

Environmental Regulations: EPA regulations and state environmental laws governing environmental compliance and liability in corporate transactions

Data Privacy and Security Laws: State data privacy laws and industry-specific regulations (e.g., HIPAA) governing data protection and transfer in acquisitions

Industry-Specific Regulations: Sector-specific regulatory requirements such as FCC regulations for communications or FDA regulations for healthcare industry transactions

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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