Term sheet advisory for fundraising, acquisitions and exits

The term sheet defines your deal

A term sheet sets the foundation of every M&A transaction. It defines valuation, control, investor rights, and governance long before the lawyers start drafting contracts.

At dups, we make sure your term sheet reflects your strategy, protects your position, and speeds up the deal. Our team combines financial modeling and legal structuring under one roof. That means your term sheet isn't just legally sound; it's financially optimized. Whether you're raising capital, buying, or selling, we ensure every term you agree to serves your long-term interests.

Why the term sheet is the most important step

It's tempting to treat the term sheet as a formality. In reality, it's where you lock in 80% of your deal's outcome. A rushed or unbalanced term sheet can lead to unnecessary dilution or mispriced valuation, loss of control or board imbalance, unfavorable liquidation preferences, and prolonged negotiations and closing delays.

At dups, we treat the term sheet as strategy, not paperwork. We model its financial impact, stress-test investor terms, and structure governance so you keep control without stalling the deal.

Our term sheet advisory approach

1. Financial modeling and scenario analysis

Before negotiating, we quantify the implications of key terms: valuation, option pool, liquidation preference, anti-dilution, convertibles, earnouts. We show you how each variable affects your post-money position, ownership, and future rounds.

2. Legal structuring and alignment

Our legal team translates financial strategy into precise terms: voting rights and board composition, drag and tag-along clauses, vesting and exit conditions, investor protection rights (information, veto, transfer). Everything is aligned with your business model, jurisdiction, and growth plans.

3. Term sheet negotiation

We draft or redline the term sheet and negotiate directly with counterparties (investors, acquirers, or buyers). We know what's market-standard and where you can push back. Our goal: balance protection, flexibility, and deal speed.

4. From term sheet to closing

Once signed, we ensure the agreed terms are reflected consistently in all downstream documentation (SPA, SHA, or convertible notes). No hidden drift between what you negotiated and what's later written.

Term sheet advisory across deal types

Fundraising (equity and convertibles)

We handle valuation, dilution and option pool modeling, preferred shares and liquidation preferences, convertible notes and SAFEs, and investor rights and governance design.

Acquisitions (buy-side)

We structure letter of intent (LOI), valuation mechanics (cash, earnout, seller note), exclusivity and due diligence clauses, and deal protections before full SPA.

Company sale and exit (sell-side)

We manage indicative offers and heads of terms, governance and rollover equity design, earnout and escrow structure, and alignment with buyer due diligence.

What makes dups different

We integrate legal and financial advisory. Your term sheet reflects both valuation strategy and legal control. We've been on both sides. We know how investors, buyers, and acquirers think, and how to counterbalance. We're pragmatic, not academic. We protect what matters, skip what slows you down. We have market awareness. We benchmark your deal against what's "market" to strengthen your position without breaking trust.

At dups, every term sheet becomes a negotiation tool, not a constraint.

Typical deliverables

We produce transaction-ready term sheet materials:

• Term sheet or LOI draft or review
• Financial impact simulation (dilution, control, exit scenarios)
• Negotiation memo (recommended positions and trade-offs)
• Legal redlines and clause benchmarking
• Board and governance mapping
• Final sign-off review (alignment with transaction documents)

Every deliverable is designed to clarify your options, strengthen your negotiation position, and accelerate your closing.