Term Sheets

Negotiate a term sheet that aligns the interests of both you and your investors so that your business will grow and prosper.

If you’re an entrepreneur who’s secured venture capital or other investment funding, you’ll want your future relationship with investors to be as positive and productive as possible. Negotiating a term sheet up-front is the best way to achieve that goal, laying the groundwork for the legal documents that follow.

Term sheet negotiation to help you get the best from the investment

Our team of corporate solicitors will:

  • Stand behind you as you negotiate your term sheet and advise you on the implications of the initial terms.
  • Help you agree the method used to value your business looking at the difference between pre-money and post-money valuations.
  • Help you draft your cap table so that you have a clear understanding of the impact of the investment on your shareholdings and the effect on your shareholder rights.
  • Help you choose which employee incentive arrangement to use if you’re planning to set a scheme up in connection with your investment, and advise on how you should deal with this in your term sheet.
  • Advise you on any liquidation preference your investors may be asking for, and the consequences of agreeing certain preferences.
  • Explain to you the nuances of term sheet provisions such as participation rights and investor rights, and make sure these are fair to both sides.
  • Help you have a clear picture of the impact certain term sheet provisions may have such as redemption rights, fees, pre-determined milestones for staged funding and allowing investors board representation.
  • Finalise the term sheet on your behalf.
  • Clearly explain the next steps following the finalisation of the term sheet.

What our clients say

We pride ourselves on delivering an excellent service for clients, but don’t just take our word for it.

Understanding term sheets for the benefit of your business interests

If you’re a start-up or early-stage company who has attracted a potential investor, a term sheet will likely be one of the first documents to land on your desk. Working with you to understand what you need to achieve from the proposed investment, we will help you answer the following questions:

  • How can I make sure that the term sheet is fair to both sides and that this deal won’t hold my business back in the long run?
  • Should I be paying investors fees for their time attending meetings?
  • How many board seats is fair for an investor to ask for?
  • How much control of the business is it fair for an investor to seek, and are there any restrictions that I shouldn’t accept?
  • What conditions are the investors likely to ask for before they commit to funding? How can I make sure these are fair and balanced?
  • What do I need to look out for when negotiating a term sheet? Are there any deal-breakers that mean I should walk away from the agreement?
  • My investors want certain rights to dividends and to sell back their shares. What can I agree to, and what should I push back on?
  • What are appropriate terms relating to confidentiality and timeframes?

Benefits of negotiating a term sheet with a specialist by your side

We understand that both founders and investors want to get the best deal possible, but the overall objective should be to help the business to grow. We’ll help make sure the term sheet aligns with the interests of all parties in a way that is not detrimental to the needs of the business.

Investors are often experienced in protecting their interests and know what they’re looking for when negotiating a term sheet. Founders who are backed by an experienced corporate legal team give comfort to potential investors that negotiations will be professional, productive and end in a successful deal, meaning you’ll have a larger pool of potential funders to pick from.

An investor who isn’t the right fit may ask you to sign up to terms that aren’t acceptable. Make sure you give your company the best chance of success by working with investors whose terms are the right fit. An experienced corporate team can also help you understand the shares in the business and how a prospective investment will affect them. An experienced corporate team can advise on the proposed terms and help to determine if the proposed investor is the right one for your business.

Term sheets shouldn’t contain terms that make you jump through too many hoops before you unlock the latest tranche of funding. Equally, investors need reassurance that the companies in which they invest are taking proper account of the risks involved as they scale and grow. We can help craft a term sheet that balances each party’s risks and protects their positions.

Who we help: Founders and investors

As an expert commercial and corporate law firm, our solicitors advise boards and company directors, founders, start-ups and early-stage companies, venture capital firms, private equity firms and individual investors in all aspects of funding arrangements. Whether you are an entrepreneur or a potential investor, our experts offer commercially savvy advice and hands-on support at every stage of the funding process.

Examples of our work

Why choose Harper James Solicitors?

We’re a modern law firm with a difference. Our innovative remote operating model means that you can swiftly access expert City-grade legal advice from partner-level solicitors at a fraction of the cost of traditional law firms. With a cost-effective legal subscription plan, our aim is to make it easier for start-ups to access the expert legal support necessary to develop.

Whatever stage you’re at, we can support you with drafting contracts, protecting your intellectual property, and producing vital employment policies and procedures. Challenges may arise, but we can assist you at every step. Plus, our senior solicitors have all been recruited from top 100 UK law firms or large international businesses so you can remain confident in the expertise you’re provided. Find out more about the corporate team here:

Pricing plans

Our three transparent pricing packages are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:


Straightforward access to senior solicitors at a competitive rate.

An affordable solution for businesses needing one-off legal support. Receive ‘City’ partner-level expertise at a fraction of ‘City’ prices.


Have legal peace of mind for £189 per month with additional support from £125 per hour.

A monthly subscription legal support package specifically designed for start-ups and smaller businesses.


Providing you with priority access to a dedicated panel of highly experienced solicitors.

Fully account managed quarterly subscription service for businesses with more complex legal needs.

What next?

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A national law firm

We mainly work remotely, so we can work with you wherever you are. But we can arrange face-to-face meeting at our offices or a location of your choosing.

Our commercial lawyers are based in or close to major cities across the UK, providing expert legal advice to clients both locally and nationally.

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