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Term Sheet For Sale Of Business for Switzerland

Term Sheet For Sale Of Business Template for Switzerland

A Term Sheet for Sale of Business under Swiss law is a preliminary document that outlines the key terms and conditions for a proposed business acquisition or sale. It serves as a framework for negotiating and drafting the definitive agreements, incorporating specific provisions required under Swiss contract law and commercial regulations. While generally non-binding except for certain provisions (such as confidentiality and exclusivity), it provides a structured basis for further negotiations and due diligence, reflecting Swiss business practices and legal requirements, particularly those under the Swiss Code of Obligations.

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Term Sheet For Sale Of Business

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What is a Term Sheet For Sale Of Business?

A Term Sheet For Sale of Business is typically used in the initial stages of a business acquisition or sale transaction in Switzerland, serving as a roadmap for subsequent negotiations and documentation. It captures the essential commercial and legal terms agreed upon in principle between the parties, while maintaining flexibility for detailed negotiations. This document is particularly important in the Swiss context, where it helps ensure compliance with local corporate law requirements and business practices. It typically includes key transaction terms, purchase price mechanisms, conditions precedent, and timeline, while certain provisions such as confidentiality and exclusivity are usually made binding. The term sheet helps prevent misunderstandings and provides a clear framework for lawyers to draft the final transaction documents, making it an essential tool in Swiss M&A practice.

What sections should be included in a Term Sheet For Sale Of Business?

1. Parties: Identification of seller(s) and buyer(s), including full legal names and addresses

2. Background: Brief description of the business being sold and the purpose of the transaction

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed transaction structure (share sale, asset sale, or merger)

5. Purchase Price: Basic terms of consideration, including amount, form of payment, and any adjustments

6. Payment Terms: Timeline and mechanics for payment, including any escrow arrangements

7. Key Assets and Liabilities: High-level description of what is included/excluded in the sale

8. Conditions Precedent: Key conditions that must be met before proceeding to definitive agreements

9. Timeline: Expected dates for due diligence, definitive agreements, and closing

10. Exclusivity: Terms of exclusive negotiation period

11. Confidentiality: Basic confidentiality obligations

12. Binding Nature: Clear statement of which provisions are binding/non-binding

13. Governing Law: Confirmation of Swiss law application and jurisdiction

What sections are optional to include in a Term Sheet For Sale Of Business?

1. Employee Matters: Used when specific employment arrangements need to be addressed, including key management retention

2. Regulatory Approvals: Required for transactions that may need competition law or other regulatory clearances

3. Earn-out Provisions: Include when part of purchase price is contingent on future performance

4. Real Estate: When significant property assets are involved in the transaction

5. Intellectual Property: For businesses where IP is a crucial asset

6. Environmental Matters: Required for businesses with significant environmental considerations

7. Post-Closing Covenants: Used when specific post-closing obligations need to be outlined

8. Break Fee: Include when parties want to specify termination penalties

9. Tax Structure: For transactions with complex tax implications requiring specific structuring

What schedules should be included in a Term Sheet For Sale Of Business?

1. Business Description Schedule: Detailed description of the business operations, assets, and structure

2. Price Calculation Schedule: Details of purchase price calculations and adjustments

3. Key Assets Schedule: List of material assets included in the transaction

4. Excluded Assets Schedule: List of assets specifically excluded from the transaction

5. Key Contracts Schedule: List of material contracts to be transferred

6. Key Personnel Schedule: List of key employees and proposed arrangements

7. Timeline Schedule: Detailed transaction timeline and key milestones

8. Due Diligence Requirements: Outline of required due diligence scope and process

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Cost

Free to use
Relevant legal definitions




































Clauses




































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Industrial

Consumer Goods

Energy

Transportation

Hospitality

Construction

Agriculture

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Risk Management

Business Development

Corporate Finance

Investment

Compliance

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Director

General Counsel

Legal Director

Head of M&A

Business Development Manager

Investment Director

Corporate Finance Manager

Transaction Manager

Company Secretary

Finance Director

Strategy Director

Risk Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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