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Term Sheet For Investors for Philippines

Term Sheet For Investors Template for Philippines

A Term Sheet for Investors under Philippine law serves as a preliminary document outlining the key terms and conditions of a proposed investment in a company. It sets forth the essential elements of the investment deal, including valuation, investment amount, investor rights, and governance provisions, while adhering to Philippine corporate and securities regulations. The document acts as a foundation for the subsequent preparation of definitive agreements and must consider specific Philippine legal requirements, including foreign ownership restrictions, securities regulations, and corporate governance rules under the Revised Corporation Code.

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What is a Term Sheet For Investors?

The Term Sheet For Investors is a crucial document in the Philippine investment landscape, typically used during the preliminary stages of investment negotiations between companies seeking funding and potential investors. It serves as a roadmap for the eventual definitive agreements while capturing the material terms of the proposed investment. The document must comply with Philippine corporate and securities laws, including the Revised Corporation Code, Securities Regulation Code, and where applicable, the Foreign Investments Act. Term Sheets are particularly important in establishing clear expectations regarding valuation, governance rights, exit mechanisms, and investor protections, while considering industry-specific regulations and ownership restrictions that may apply under Philippine law. This document is typically non-binding except for certain provisions such as confidentiality and exclusivity, but its terms form the basis for the final investment agreements.

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

1. Parties: Identification of the Company and the Investor(s)

2. Background: Brief description of the Company, purpose of the investment, and current capitalization

3. Definitions: Key terms used throughout the term sheet

4. Investment Terms: Amount of investment, type of securities, price per share, and pre-money valuation

5. Corporate Structure: Post-investment capitalization table and ownership structure

6. Investor Rights: Voting rights, board representation, and information rights

7. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

8. Pre-emptive Rights: Rights of existing shareholders to participate in future funding rounds

9. Exit Rights: Tag-along and drag-along rights, IPO provisions

10. Closing Conditions: Required approvals, documentation, and other conditions precedent

11. Confidentiality: Non-disclosure obligations regarding the terms and negotiations

12. Governing Law: Specification of Philippine law as governing law and jurisdiction

13. Binding Effect: Statement of which provisions are legally binding and which are not

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

1. Anti-dilution Protection: Protection mechanisms against future down rounds, used when specifically requested by investors

2. Liquidation Preference: Priority rights in case of liquidation, typically included for preferred share investments

3. Dividend Rights: Terms for dividend distributions, included when relevant to the investment structure

4. Founder Vesting: Vesting schedule for founder shares, included when required by investors

5. Environmental and Social Requirements: Special provisions for impact investors or ESG-focused investments

6. Technology Rights: IP-related provisions for technology-focused investments

7. Foreign Ownership Provisions: Special provisions when foreign ownership restrictions apply to the industry

8. Put Option Rights: Investor exit rights through put options, included in specific investment scenarios

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

1. Cap Table: Detailed pre and post-money capitalization table

2. Company Information: Key corporate information, licenses, and material contracts

3. Financial Projections: Summary of financial forecasts and key metrics

4. Use of Proceeds: Detailed breakdown of how investment funds will be used

5. Key Management: List of key management personnel and their roles

6. Existing Indebtedness: Schedule of current company debt and obligations

7. Material Intellectual Property: List of key IP assets owned by the company

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

Philippines

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions










Clauses





































Relevant Industries

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

Retail

E-commerce

Agriculture

Energy

Transportation

Education

Business Process Outsourcing

Mining

Construction

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Secretary Office

Risk Management

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Business Development Director

Venture Capital Associate

Private Equity Manager

Corporate Secretary

Investment Banker

Fund Manager

Managing Partner

Compliance Officer

Chief Legal Officer

Corporate Development Manager

Board Director

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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