Term Sheet For Investors for the United States

Term Sheet For Investors Template for United States

A Term Sheet for Investors is a preliminary document that outlines the key terms and conditions of a proposed investment in a company under U.S. securities laws. While not typically legally binding (except for confidentiality and exclusivity provisions), it serves as the foundation for more detailed investment documents. The document covers crucial elements including valuation, investment amount, investor rights, governance provisions, and exit mechanisms, all structured within U.S. federal and state securities regulatory frameworks.

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What is a Term Sheet For Investors?

The Term Sheet For Investors serves as the cornerstone document in investment negotiations, particularly in venture capital and private equity transactions in the United States. It is typically used when a company is seeking to raise capital through equity or convertible instruments. This document synthesizes the critical terms of the investment, including economic rights, control provisions, and investor protections. While most provisions are non-binding, the term sheet acts as a roadmap for attorneys drafting definitive agreements and helps ensure all parties have a clear understanding of the proposed transaction structure. It must comply with both federal securities regulations and applicable state laws.

What sections should be included in a Term Sheet For Investors?

1. Parties: Details of the company and potential investors

2. Overview of Offering: Key terms of the investment including security type, valuation, and amount being raised

3. Investment Terms: Price per share, pre/post-money valuation, minimum investment amounts

4. Investor Rights: Voting rights, information rights, pro-rata rights

5. Board Composition: Structure and composition of the board post-investment

What sections are optional to include in a Term Sheet For Investors?

1. Anti-dilution Provisions: Protection mechanisms against future down rounds, typically included for preferred stock offerings

2. Drag-along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a company sale

3. Registration Rights: Rights and procedures related to future public offerings and stock registration

What schedules should be included in a Term Sheet For Investors?

1. Cap Table: Current and pro-forma capitalization of the company showing ownership structure

2. Use of Proceeds: Detailed breakdown of how investment funds will be utilized

3. Financial Projections: Key financial metrics and forecasts for the company

4. Investor Questionnaire: Documentation for accredited investor verification and compliance

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Federal Securities Laws: Core federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D (Rules 506(b) and 506(c)), Regulation A+, and JOBS Act provisions. These laws govern securities offerings and trading at the federal level.

Blue Sky Laws: State-specific securities laws that include individual state requirements for securities offerings, disclosure requirements, and registration or exemption requirements at the state level.

Investment Company Act of 1940: Federal legislation that regulates the organization of investment companies and their activities, particularly relevant if the investment structure falls under investment company definitions.

Investment Advisers Act of 1940: Federal law that regulates investment advisers and their activities, applicable if the arrangement involves investment advisory services.

Corporate Law: State-specific corporate laws, particularly Delaware General Corporation Law if incorporated in Delaware, governing corporate structure and operations.

Tax Regulations: Internal Revenue Code provisions, state tax regulations, and tax implications of various investment structures that need to be considered in the term sheet.

ERISA: Employee Retirement Income Security Act regulations that must be considered if pension fund investors are involved in the investment.

Anti-Money Laundering Laws: Bank Secrecy Act and USA PATRIOT Act requirements governing the prevention of money laundering and verification of investor identity.

Consumer Protection Laws: Federal Trade Commission regulations and state consumer protection statutes that may apply to the investment offering.

SEC Reporting Requirements: Ongoing reporting obligations to the Securities and Exchange Commission, including disclosure requirements and integration rules for multiple offerings.

Accredited Investor Rules: Definitions and verification requirements for accredited investors as defined by the SEC, crucial for private placements.

Foreign Investment Regulations: Regulations governing foreign investment in US securities, including reporting requirements and restrictions, if applicable to the offering.

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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