Document background
The Acquisition Term Sheet is a crucial document in the early stages of any M&A transaction under Dutch law. It is typically used after initial discussions between parties have yielded positive interest but before commencing detailed due diligence and definitive documentation. The document serves to memorialize the parties' preliminary understanding of key transaction terms, including purchase price, payment structure, conditions precedent, and timing. While predominantly non-binding, certain provisions such as confidentiality, exclusivity, and costs are usually binding. The term sheet helps streamline the negotiation process by identifying and addressing major deal points early, facilitating more efficient preparation of definitive agreements. Under Dutch law, specific attention is paid to corporate governance requirements, works council consultation rights, and competition law considerations.
