Model Term Sheet for a Series A Round (BVCA)
This legal template, titled "Model Term Sheet for a Series A Round (BVCA) under UK law," is a comprehensive document specifically designed to assist parties involved in a Series A financing round in the United Kingdom.
The template aims to establish a set of standard terms and conditions that guide the negotiation and structuring of investments in early-stage companies seeking growth capital. It follows the best practices recommended by the British Private Equity & Venture Capital Association (BVCA).
This Model Term Sheet serves as the initial agreement that outlines the key terms and conditions of the investment, providing a framework that can later be used to create definitive legal documentation. It covers a wide range of essential aspects, including but not limited to:
1. Company information: Pertinent details about the startup, such as its legal name, registered address, company registration number, and industry.
2. Investment details: The total amount of investment sought, minimum and maximum investment thresholds, and the proposed equity stake the investor would receive in return for their investment.
3. Share classes and rights: Specifies the type and class of shares being offered, highlighting any special rights, privileges, or preferences associated with those shares.
4. Valuation and pre-money valuation cap: Determines the startup's valuation for the purpose of calculating the investment amount and the investor's equity stake. It may also include a pre-money valuation cap to protect the investor in case of further fundraising at a significantly higher valuation.
5. Dilution protection: Addresses mechanisms to safeguard the investor against future dilution of their ownership percentage, such as preemptive rights, anti-dilution provisions, or participation rights.
6. Dividend policy: Outlines the startup's policy regarding distributions or dividends to shareholders, if applicable.
7. Liquidation preferences: Specifies the order of priority in which the investors will receive their investment back in the event of a liquidation or sale of the company.
8. Board composition and voting rights: Determines the number of board seats each party will be entitled to, along with voting rights and protocols for decision-making.
9. Information rights and investor protection: Establishes the level of information and financial reporting the startup must provide to the investor, enabling proper monitoring and assessment of the company's performance.
10. Lock-up periods, exit rights, and drag-along provisions: Outlines any restrictions on transferring or selling shares, as well as the terms for potential exit opportunities and the investor's ability to participate in the sale of the company.
11. Governing law and dispute resolution: Specifies that the agreement will be governed by UK law and outlines procedures for resolving any potential disputes that may arise.
Please note that this is a general description, and the actual template may contain more detailed provisions according to the specific requirements and considerations of the parties involved. It is advisable to consult legal professionals for advice and customization to ensure compliance with applicable laws and regulations.