Acquisition Term Sheet Template for Denmark

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Key Requirements PROMPT example:

Acquisition Term Sheet

I need an Acquisition Term Sheet under Danish law for the purchase of a medium-sized Copenhagen-based software company, with expected closing in March 2025 and including provisions for key employee retention and intellectual property protection.

Document background
The Acquisition Term Sheet is a critical document used in the early stages of M&A transactions under Danish law to memorialize the key terms agreed between parties. It serves as a foundation document that precedes the more detailed definitive agreements, typically used after initial discussions have yielded basic agreement on principal terms but before comprehensive due diligence and detailed contract drafting commence. This document is particularly important in the Danish business context, where it helps ensure alignment with local corporate law requirements and market practices while providing a clear framework for further negotiations. The term sheet includes essential elements such as transaction structure, purchase price, payment terms, conditions precedent, and timing, while typically maintaining non-binding status except for specific provisions like confidentiality and exclusivity. It's a crucial tool for efficient deal progression in the Danish M&A landscape.
Suggested Sections

1. Parties: Identification of the buyer(s) and seller(s), 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: Description of the proposed acquisition structure (share purchase, asset purchase, merger, etc.)

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

6. Payment Terms: Timing and method of payment, including any deferred considerations or earn-outs

7. Key Conditions Precedent: Essential conditions that must be satisfied before closing

8. Due Diligence: Scope and process for buyer's investigation of the target

9. Exclusivity: Terms and duration of any exclusive negotiation period

10. Confidentiality: Obligations regarding confidential information exchange

11. Timing: Expected timeline for definitive agreements and closing

12. Binding Effect: Specification of which provisions are binding and non-binding

13. Governing Law: Specification of Danish 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. Warranties and Indemnities: Include when parties want to outline key warranties or indemnification principles

3. Post-Closing Covenants: Include when there are important post-closing obligations to be highlighted

4. Break Fee: Include when parties agree to break fees or termination payments

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

6. Financing: Include when the transaction involves external financing arrangements

7. Tax Structure: Include when there are specific tax considerations to be addressed

8. Non-Compete: Include when non-competition restrictions are part of the transaction

Suggested Schedules

1. Corporate Structure: Diagram or description of the target company structure

2. Purchase Price Calculation: Detailed methodology for price calculations or adjustments

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

4. Transaction Timeline: Detailed timeline of key dates and milestones

5. Material Contracts: List of key contracts requiring attention or consent

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 Industries

Technology

Manufacturing

Renewable Energy

Healthcare

Financial Services

Professional Services

Real Estate

Consumer Goods

Industrial

Life Sciences

Maritime

Agriculture

Clean Technology

Retail

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Strategy

Business Development

Investment

Corporate Secretariat

Risk & Compliance

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

M&A Director

Investment Director

Business Development Manager

Legal Counsel

Corporate Lawyer

Transaction Manager

Finance Director

Board Member

Managing Director

Investment Manager

Private Equity Partner

Industries
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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