Acquisition Term Sheet Template for Belgium

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Key Requirements PROMPT example:

Acquisition Term Sheet

"I need an Acquisition Term Sheet under Belgian law for a technology company purchase, where we're acquiring 100% of shares with a planned closing date in March 2025, including specific provisions for intellectual property protection and key employee retention."

Document background
An Acquisition Term Sheet is a crucial preliminary document used in the early stages of M&A transactions in Belgium to outline the fundamental terms and understanding between parties. It serves as a roadmap for the transaction and subsequent detailed documentation, typically prepared after initial commercial agreement but before comprehensive due diligence and definitive agreements. The document, while generally non-binding except for specific provisions, captures key commercial terms including price, structure, conditions, and timeline. Under Belgian law, particular attention must be paid to certain mandatory provisions and regulatory requirements, especially regarding corporate governance, competition law, and sector-specific regulations. The term sheet helps parties align their expectations and forms the basis for negotiating definitive agreements while providing a clear framework for advisors to proceed with detailed due diligence and documentation.
Suggested Sections

1. Parties: Identification of the buyer, seller, and target company, including full legal names and registration details

2. Background: Brief context of the proposed transaction and purpose of the term sheet

3. Definitions: Key terms used throughout the document

4. Transaction Structure: Overview of the proposed transaction structure (share purchase, asset purchase, merger, etc.)

5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments

6. Payment Terms: Timeline and method of payment, including any deferred consideration or earnout provisions

7. Key Conditions Precedent: Essential conditions that must be met before the transaction can close

8. Due Diligence: Scope and process for due diligence investigation

9. Exclusivity: Terms of exclusive negotiation period

10. Confidentiality: Confidentiality obligations of the parties

11. Timeline: Proposed schedule for key transaction milestones

12. Binding Effect: Clear statement of which provisions are legally binding and which are non-binding

13. Governing Law: Specification of Belgian law as governing law and jurisdiction

Optional Sections

1. Management and Employment: Include when there are specific arrangements for key management retention or employment matters

2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

3. Intellectual Property: Include when IP assets are a key component of the transaction

4. Real Estate: Include when real estate assets are significant to the transaction

5. Environmental Matters: Include for industries with significant environmental considerations

6. Financing Conditions: Include when the purchase is subject to financing arrangements

7. Post-Closing Covenants: Include when specific post-closing obligations are crucial to the deal

8. Break Fee: Include when parties agree to break fee arrangements

9. Tax Structure: Include when specific tax structuring is crucial to the transaction

Suggested Schedules

1. Corporate Structure Chart: Visual representation of the target company structure

2. Price Calculation Methodology: Detailed explanation of purchase price calculations and adjustments

3. Key Assets Schedule: List of material assets included in the transaction

4. Timeline Schedule: Detailed timeline with specific dates and milestones

5. Due Diligence Requirements: Detailed list of due diligence requirements and documentation

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Media and Entertainment

Agriculture

Construction

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Business Development

Tax

Corporate Finance

Due Diligence

Integration

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Development Director

M&A Director

Investment Director

Legal Counsel

Financial Controller

Business Development Manager

Strategy Director

Integration Manager

Due Diligence Manager

Transaction Manager

Corporate Finance Manager

Board Member

Industries
Belgian Companies and Associations Code (BCAC): Primary legislation governing corporate matters in Belgium, including company formations, mergers, and acquisitions. Essential for structuring the transaction and ensuring compliance with corporate requirements.
Belgian Competition Act: Regulates merger control and anti-trust aspects of acquisitions. Determines whether the transaction requires competition authority approval based on turnover thresholds.
Belgian Income Tax Code: Governs tax implications of the acquisition, including transfer taxes, capital gains tax, and potential tax liabilities or benefits arising from the transaction structure.
Belgian Civil Code (Contract Law): Provides the legal framework for contract formation, validity, and enforcement, which is crucial for the term sheet's binding and non-binding provisions.
Act on Collective Bargaining Agreements: Relevant for employee-related aspects of the acquisition, including worker consultation requirements and transfer of undertakings.
Belgian Financial Services and Markets Authority (FSMA) Regulations: Applicable if the transaction involves regulated entities or public companies, governing disclosure requirements and investor protection.
EU General Data Protection Regulation (GDPR): Crucial for handling personal data during due diligence and ensuring compliance in data transfer aspects of the acquisition.
Act on Market Practices and Consumer Protection: Relevant for acquisitions involving consumer-facing businesses and ensuring compliance with consumer protection regulations.
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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