Negotiation and transaction documents for fundraising, acquisitions and exits

Every clause defines the outcome

In every deal, documentation defines outcomes. Valuations, control, governance, and protections all depend on how agreements are drafted and negotiated.

At dups, we handle the full spectrum of M&A transaction documents, from term sheets to closing files, ensuring every clause reflects your financial intent and strategic goals. Our approach blends financial precision with legal depth. Whether you're raising capital, acquiring a business, or selling your company, we make sure your transaction documents protect your interests, align with your valuation, and move the deal forward.

Why transaction documents matter

Transaction paperwork isn't just admin; it's the DNA of your deal. Poorly drafted or misaligned documents can lead to unintended dilution or loss of control, governance conflicts post-closing, hidden liabilities or weak representations, and delays and renegotiations under pressure.

Our team integrates deal structure, legal drafting, and financial implications from day one. That means every paragraph of your term sheet, SPA, or SHA reflects both the economics and the governance you intended, with no surprises later.

Our approach: from negotiation to signing

We manage the full documentation lifecycle for M&A and fundraising transactions.

1. Term sheet negotiation

The term sheet sets the tone for the deal. We align valuation, investor rights, and governance terms before lawyers start drafting. For founders, we protect control and minimize dilution. For buyers, we secure flexibility and downside protection. For sellers, we optimize valuation certainty and post-closing clarity.

2. Transaction documentation

We draft, review, and negotiate all key documents, ensuring consistency between legal text and financial logic. Depending on your deal type, this includes:

Fundraising: term sheets and subscription agreements, shareholders' agreements, convertible notes or SAFEs, stock option plans.

Acquisition (buy-side): letters of intent (LOI), share purchase agreements (SPA) or asset purchase agreements (APA), representations and warranties schedules, earnout or seller financing clauses.

Company sale or exit (sell-side): information memoranda and NDAs, data room documentation, SPA negotiation and completion steps, closing and escrow documentation.

3. Closing coordination

We coordinate due diligence responses, signature logistics, fund transfers, and closing checklists. Everything aligns: the legal terms, the financial model, and the closing mechanics.

What makes dups different

Most M&A advisors stop at valuation. Most lawyers stop at wording. At dups, both work together in one team.

Integrated expertise: legal and financial advisors collaborate from the first draft to the final signature. Deal-speed mindset: we protect you without over-lawyering. Real-world experience: we've negotiated on both sides; we know where investors push, and where you can push back. Precision with pragmatism: every clause has a purpose. Every document moves you closer to closing.

Our mission: get your deal done safely, efficiently, and on your terms.

Key deliverables

We produce transaction-ready documentation tailored to your deal:

• Term sheet or LOI drafting and negotiation
• Share purchase agreement (SPA) or shareholders' agreement (SHA)
• Convertible note or SAFE instruments
• Warranties and indemnities structuring
• Stock option plan design
• Escrow and earnout structuring
• Closing checklist and documentation package

All documents are tailored to your deal, no templates, no unnecessary complexity.