Brief Introduction to Investment Terms (TS)

Functions of TS

TS summarizes the main terms of the investment deal  as agreed between the company and the investors, including valuation, investment amount and investor rights.  TS also provides a roadmap for drafting investment documents.  Because the investment terms described in the TS have not yet been reflected in the definitive investment documents, they are not legally binding.   Although the TS is not legally binding and the definitive investment agreement may deviate from the terms in the TS based on due diligence findings and other factors, the parties should still treat TS very seriously, because seeking to unilaterally change the terms in the TS without good reasons will be viewed negatively and result in reputational damage.

Because it will take some time to negotiate definitive investment documents and close the investment, the parties will agree on a legally binding exclusivity provision, giving investors exclusive right to negotiate for a reasonable period of time.   

Structure of TS

Open Source Form TS is divided into 4 parts:

  • The first part of TS describes the parties involved in the transaction and key transaction terms such as investment amount, pre-money valuation, as well as the pre-closing and post-closing shareholding percentage calculated based on those terms.  Terms described in this part of TS are primarily reflected in the Shares Purchase Agreement (SPA).
  • The second part of TS describes the investor rights that investors will have after the investment is made, including those relating to corporate governance (such as right to appoint director, veto right over specified major decisions, information right), shareholding structure (such as preemptive rights in respect of new shares, right of first refusal and co-sale rights in respect of existing shares).  Terms described in this part of TS are primarily reflected in the Shareholders’ Agreement (SHA).
  • The third part of TS describes the preference rights of the preferred shares purchased by investors, including liquidation preference, dividend right, conversion right (and anti-dilution mechanism), voting right.  Sometimes, preferred shares also have redemption right to request the company to redeem at predetermined price  after a certain number of years.  The terms described in this section of TS are primarily reflected in memorandum and articles of association (MAA), with some of those terms also duplicated in SHA.
  • The fourth part of the TS contains mechanical terms of exclusivity, confidentiality, cost, governing law, and dispute resolution. Unlike the first three parts, this fourth part of TS is legally binding. 

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