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Term Sheet
A term sheet is a bullet-point document outlining the material terms and conditions of a potential business agreement, establishing the basis for future negotiations between a seller and buyer. It is usually the first documented evidence of a possible acquisition. It may be either binding or non-binding. After a term sheet has been "executed", it guides legal counsel in the preparation of a proposed "definitive agreement". It then guides, but is not necessarily binding, as the signatories negotiate, usually with legal counsel, the final terms of their agreement. Term sheets are very similar to " letters of intent" (LOI) in that they are both preliminary, mostly non-binding documents meant to record two or more parties' intentions to enter into a future agreement based on specified (but incomplete or preliminary) terms. The difference between the two is slight and mostly a matter of style: an LOI is typically written in letter form and focuses on the parties' intentions; a te ...
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Bullet-point
In typography, a bullet or bullet point, , is a typographical symbol or glyph used to introduce items in a list. For example: *Point 1 *Point 2 *Point 3 The bullet symbol may take any of a variety of shapes, such as circular, square, diamond or arrow. Typical word processor software offers a wide selection of shapes and colors. Several regular symbols, such as (asterisk), (hyphen), ( period), and even (lowercase Latin letter O), are conventionally used in ASCII-only text or other environments where bullet characters are not available. Historically, the index symbol (representing a hand with a pointing index finger) was popular for similar uses. Lists made with bullets are called bulleted lists. The HTML element name for a bulleted list is "unordered list", because the list items are not arranged in numerical order (as they would be in a numbered list). Usually, bullet points are used to list things. "Bullet points" Items—known as "bullet points"—may ...
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Materiality (law)
Materiality is the significance of facts to the matter at hand.Black's Law Dictionary, 7th ed. In the law of evidence An item of evidence is said to be material if it has some logical connection to a fact of consequence to the outcome of a case. Materiality, along with probative value, is one of two characteristics that make a given item of evidence relevant. This largely depends on the elements of the cause of action the plaintiff seeks to prove, or that the prosecutor must prove in a criminal case to secure a conviction. Which issues must be factually proven are therefore a product of the underlying substantive law. In corporate and securities law Within the context of corporate and securities law in the United States, a fact is defined as material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote their shares or invest their money. In this regard, it is similar to the accounting term of the same name. Ma ...
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Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position. Technically, a is a legal consolidation of two business entities into one, whereas an occurs when one entity takes ownership of another entity's share capital, equity interests or assets. A deal may be euphemistically called a ''merger of equals'' if both CEOs agree that joining together is in the best interest of both of their companies. From a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. In most countries, mergers and acquisitions must c ...
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Legal Counsel
A lawyer is a person who Practice of law, practices law. The role of a lawyer varies greatly across different Jurisdiction, legal jurisdictions. A lawyer can be classified as an advocate, attorney at law, attorney, barrister, canonist, canon lawyer, civil law notary, counsel, counselor, solicitor, legal executive, or public servant — with each role having different functions and privileges. Working as a lawyer generally involves the practical application of abstract legal theories and knowledge to solve specific problems. Some lawyers also work primarily in advancing the interests of the law and legal profession. Terminology Different legal jurisdictions have different requirements in the determination of who is recognized as being a lawyer. As a result, the meaning of the term "lawyer" may vary from place to place. Some jurisdictions have two types of lawyers, barrister and solicitors, while others fuse the two. A barrister (also known as an advocate or counselor in some j ...
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Letter Of Intent
A letter of intent (LOI or LoI, or Letter of Intent) is a document outlining the understanding between two or more parties which they intend to formalize in a legally binding agreement. The concept is similar to a heads of agreement, term sheet or memorandum of understanding. Merger and acquisition agreements, joint venture agreements, real property lease agreements and several other categories of agreements often make use of a letter of intent. The capitalized form ''Letter of Intent'' may be used in legal writing, but only when referring to a specific document under discussion. LOIs resemble short, written contracts, often in tabular form. They are not binding on the parties in their entirety. Many LOIs, however, contain provisions that are binding, such as those governing non-disclosure, governing law, exclusivity or a covenant to negotiate in good faith. A LOI may sometimes be interpreted by a court of law as binding the parties to it if it too-closely resembles a for ...
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Non-binding
A non-binding resolution is a written motion adopted by a deliberative body that can or cannot progress into a law. The substance of the resolution can be anything that can normally be proposed as a motion. This type of resolution is often used to express the body's approval or disapproval of something that they cannot otherwise vote on, due to the matter being handled by another jurisdiction, or being protected by a constitution. An example would be a resolution of support for a nation's troops in battle, which carries no legal weight, but is adopted for moral support. Use Non-binding resolutions are usually specific simple or concurrent resolutions that are not passed on to the executive branch to be signed into the law. These resolutions differ from pure concurrent resolutions (that are used for various procedural requests such as adjourning sessions) in that they are designed to express formally, document opinions and not initiate a process. These resolutions offer a me ...
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Venture Capital Financing
Venture capital financing is a type of funding by venture capital. It is private equity capital that can be provided at various stages or funding rounds. Common funding rounds include early-stage seed funding in high-potential, growth companies (startup companies) and growth funding (also referred to as series A). Funding is provided in the interest of generating a return on investment or ROI through an eventual exit through a share sale to an investment body, another trading company or to the general public via an Initial public offering (IPO). Venture Capital can be made in four methods: 1) Equity Financing; 2) Conditional Loan; 3) Income Note; and 4) Participating Debenture. Overview Starting a new venture or launching a new product in the market requires funding. There are several categories of financing possibilities depending on the scope of a venture. Smaller ventures sometimes rely on friends and family funding, loans, or crowd funding. For more ambitious projects, som ...
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Startup Company
A startup or start-up is a company or project undertaken by an entrepreneur to seek, develop, and validate a scalable business model. While entrepreneurship refers to all new businesses, including self-employment and businesses that never intend to become registered, startups refer to new businesses that intend to grow large beyond the solo founder. At the beginning, startups face high uncertainty and have high rates of failure, but a minority of them do go on to be successful and influential.Erin Griffith (2014)Why startups fail, according to their founders Fortune.com, 25 September 2014; accessed 27 October 2017 Actions Startups typically begin by a founder (solo-founder) or co-founders who have a way to solve a problem. The founder of a startup will begin market validation by problem interview, solution interview, and building a minimum viable product (MVP), i.e. a prototype, to develop and validate their business models. The startup process can take a long period of time (by ...
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Board Of Directors
A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such a ...
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