Define a term sheet and explain its role in an M&A and PE life cycle. Outline the term sheet's purpose in the transaction and the upfront, commercially critical terms.

Identify the term sheet as a written confirmation of main terms in a transaction, outlining negotiation timetable, roles, obligations, and a framework for binding or non-binding preliminary clauses.

The term sheet is typically drafted by the buyer's in-house legal and business teams, not the law firm, and it arrives in a signed format you cannot review beforehand.

Explore the flexible formats of term sheets under Indian law, from letters and tabular formats to short agreements or emails outlining key terms. Emails capture terms and forward to advisors.

Evaluate transaction length to decide on a term sheet or direct drafting, noting that term sheets clarify assumptions, costs, warranties, and exclusivity, while guiding focused negotiations.

From the seller’s perspective, a term sheet reveals highlights and gaps before due diligence, while buyers should list key assumptions to avoid disputes and guide negotiations.

Identify whether term sheet is binding or non-binding. Outline the introductory paragraph to summarize the potential transaction, such as a non-binding acquisition of shares by the acquirer from a seller.

Identify the transaction structure by outlining the asset being acquired and whether it involves a primary or secondary purchase, and a majority or minority stake, with a clear overview.

Term sheets include due diligence and conditions precedent, outlining tax, legal, commercial, environmental, and technical diligences that determine whether the buyer proceeds or adjusts the deal.

Highlight exclusivity as a buyer-friendly term sheet clause in bilateral deals, limiting seller outreach to a single buyer, guiding diligence and timely execution of documents.

Outline the timelines for diligence, execution of documents, and closing, and align exclusivity triggers with regulatory and deal-specific factors to set a reasonable, agreed transaction timetable.

Explain indemnity provisions tied to reps and warranties in term sheets, including open versus capped indemnities, durations, and insurance options; specify unlimited fundamental, 100% business, 50% tax.

Examine binding provisions in a non-binding term sheet, covering confidentiality clause, fees and expenses, governing law, dispute resolution, and who signs the seller, buyer, or company.

Review the key terms of a term sheet, how they are drafted from buyer and seller perspectives, and keep the document short, high level, and commercially focused.