Can Quillio review term sheets?
Yes. I review investment term sheets, letters of intent, and heads of agreement for M&A and financing transactions. I flag which provisions are typically binding (confidentiality, exclusivity, governing law, costs) and which are non-binding (economic terms), and highlight the key commercial positions for negotiation.
Binding vs non-binding
I identify each clause as binding or non-binding. Even in "non-binding" term sheets, confidentiality, exclusivity, costs, break fees, and governing law are usually binding. I flag any language that accidentally makes economic terms binding when the parties did not intend it.
Key commercial positions
For investments, I highlight valuation, liquidation preference, anti-dilution, board composition, founder vesting, and drag/tag rights. For M&A, I flag purchase price mechanics, earn-outs, warranty and indemnity positions, and conditions precedent. Each gets a market comparison note where useful.
Exclusivity and break fees
Exclusivity periods need to be reasonable and to end on a specific date or event. Break fees attract particular scrutiny where the target is a listed company — I flag any reverse break fee or conditions that should apply.
Common issues
- Non-binding language does not save a provision that reads like a contract — be clear
- Exclusivity that extends past diligence without milestones is a red flag
- Warranty baskets and caps are often glossed over — bring them forward for negotiation
Try Quillio on a real matter.
The fastest way to know if Quillio fits your practice is to use it on your own work. The free trial requires no credit card and no sales call.
Start your free trial