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.
Harper James swiftly solves problems with a minimum of fuss. I strongly recommend them and they are a pleasure to work with.
Harper James have been incredibly professional and responsive. They immediately understood the challenges we have. Not only those of any small business, but those relating to building a piece of complex tech, and they have been able to help us navigate that from a legal perspective.
Our scale of growth would not have happened without the support of Harper James.
The support, advice and guidance from Harper James was absolutely vital. Shubhu, Callum and the team there were always on hand to deal with any issues that we needed help with as the deal progressed. This is an exciting new stage in the development of the business.
Quite frankly I was stunned at the low cost of the service given the value it provided us.
Harper James provide a cost effective, responsive and versatile service and provide us with access to legal teams that are experienced, commercially focused and well-resourced. Most importantly they are extremely familiar with the SME market and know the venture capital sector well.
For us, the support of Harper James Solicitors has been a gift. The collaboration we have had has been of tremendous importance. The service has been superb value for money.
We use Harper James because they understand the venture capital sector we operate in, know our business inside out and are always on hand to assist us in any way we need.
What attracted me to Harper James was the pricing model they have in place. It means we get access to top legal professionals at prices we can afford. In our most recent funding round, the support we received was vital.
We’ve been working with the team for over a year and since day one they've been pragmatic, diligent and above all, committed throughout. They work hard to add value and have been of great benefit to us and our investors.
Reliable but straightforward legal advice and support. Delivered at a very cost effective price point.
Experience of your team and how they make it simple to understand the options and what is required. Value for money.
Stephen was very helpful, pragmatic and where appropriate, entertaining. We were grateful for the way Stephen advised us in layman’s terms, showing patience to ensure we understood the transaction and were able to move to completion. I value the relationship we have developed with Harper James over the last few years and would recommend them to others.
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
Get support from expert negotiators
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.
Improve your access to capital
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.
Accelerate growth by picking the right investor
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.
Obtain certainty about the reliability of future funding
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
Future Fund grant enables Do IT to do more
6 October 2020
A fast-growing start-up which helps people find ‘good things to do’ in their community has secured a Future Fund grant, with the legal support of …
AI mining disruptors IntelliSense.io strike gold in new funding round
16 September 2020
Harper James Solicitors has helped industrial artificial intelligence company IntelliSense.io to secure investment which will help it expand globally. Our team – who are experts …
Specialist skincare start-up gets funding boost
3 September 2020
Harper James Solicitors has supported a cosmetics and skincare company to secure major new investment, which will help it expand internationally. Our team worked with Jennifer …
Zoom Abroad secures new deal to develop course finder for international students
11 August 2020
Each year more than 500,000 international students apply for a place at a UK university. And nobody understands the importance of getting this life-changing decision …
Novoville wins TechForce COVID challenge with its AI-powered civic engagement app
27 July 2020
Tech start-up Novoville says the ‘smooth and straightforward’ support from Harper James Solicitors is helping them to succeed, following their win of a major government …
SonicJobs gain pre-Series A funding to develop their recruitment app
22 July 2020
A mobile app revolutionising how candidates search and apply for jobs has achieved a major investment boost which will dramatically help accelerate its growth. SonicJobs secured …
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:
Abby Watson is a corporate solicitor, specialising in private equity investments, mergers & acquisitions, EMI share schemes, corporate finance and governance and more.View profile
Adam Kudryl is a Partner and Corporate & Commercial Solicitor at Harper James Solicitors, specialising in strategic investments, acquisitions and sales.View profile
Corporate Solicitor & CEO
Toby Harper is the CEO & Founder of Harper James Solicitors, as well as a corporate & commercial solicitor. He specialises in venture capital and the tech sector.View profile
Jas is a corporate partner at Harper James Solicitors, advising on corporate governance, mergers & acquisitions, venture capital & investments.View profile
Shubhu specialises in early-stage fund raisings, shareholder arrangements and M&A. Prior to joining Harper James she worked at Mills & Reeve and before that at Addleshaw Goddard and Slaughter and May.View profile
Stephen is an experienced corporate lawyer, with a career including time at DLA Piper and Pinsent Masons. He specialises in mergers and acquisitions and private equity work.View profile
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 £99 per hour.
A monthly subscription legal support package specifically designed for start-ups and smaller businesses.
For businesses requiring 60+ hours of support a year, with prices equivalent to £99 per hour.
Fully account managed quarterly subscription service for businesses with more complex legal needs.