Author: Acquisition Stars · Last updated September 22, 2026
M&A Term Sheet: Preparation Checklist and Decision Log
Use this workplan when you need to turn a proposed acquisition into organized drafting instructions. Record what is proposed, what evidence supports it and what remains undecided. The output is a brief for review, not a signed agreement.
Build the drafting brief
Begin with the current proposal, NDA, seller materials, buyer entity information and any lender or investor conditions. Keep documents with their dates and version names. Mark missing information explicitly so silence is not mistaken for agreement.
| Decision | Information to collect | Question to resolve |
|---|---|---|
| Parties and structure | Entity names, ownership records and proposed asset or equity scope. | Who owns what the buyer needs, and who can authorize the transaction? |
| Price and funding | Proposed consideration, payment timing, funding sources and lender conditions. | Which amounts or conditions depend on evidence not yet received? |
| Business perimeter | Included and excluded assets, liabilities, customer arrangements and transition services. | What must remain available for the buyer to operate? |
| Diligence and approvals | Request list, responsible advisers and consent or regulatory questions. | What must be resolved before the next commitment? |
| Intended obligations | Existing NDA, proposed exclusivity, cost allocation and document versions. | Which provisions should bind, whom, when and on what terms? |
| Handoff and deadlines | Approvals, signatories, review deadline and proposed closing dependencies. | Who owns each unresolved decision and when is an answer needed? |
Download the decision log
Download the term-sheet decision log (CSV). Record a document reference, open question, proposed action, owner and deadline for each item. It has no signature block or legal clauses. Leave unanswered rows open rather than inserting assumed market terms.
For a document outline, use the existing acquisition LOI preparation outline. For the choice between formats, use the LOI versus term-sheet comparison. Those resources serve different steps from this preparation log.
Separate a commercial proposal from its legal effect
A buyer may have a preferred price or proposed timetable while still needing advice on the obligations created by circulating or signing the draft. Have counsel review intended binding provisions, authority, related agreements and applicable law. In SIGA Technologies v. PharmAthene, the Delaware Supreme Court addressed a contractual good-faith negotiation commitment tied to a term sheet. The document label alone did not resolve the dispute.
Do not use an automatic exclusivity period, escrow percentage or damages formula as a substitute for transaction analysis. Record the objective and open issue, then ask the appropriate adviser to assess the proposed term.
Add the operating dependencies that matter to this target
For a software business, identify core code, contributor rights, customer contracts, third-party services and data-use plans. The SaaS evidence register provides a place to organize those requests. For another industry, adapt the workplan to its licenses, people, assets and customer relationships rather than assuming the same list is sufficient.
Move from reviewed terms to the next workstream
Once the parties execute a reviewed document, preserve the final version and record any obligations and deadlines. Assign owners for diligence, financing, definitive documents and consents. Use the first steps after signing and the diligence workplan to organize that handoff. A target closing date should reflect actual dependencies, not a generic day count.
Check the brief before handing it off
- Keep proposed terms separate from terms already agreed in an executed document.
- Identify conflicts between the broker’s form, NDA, proposal and draft.
- Distinguish a missing record from a reviewed issue the buyer has accepted.
- Identify the person authorized to make each commercial decision.
- Route tax, financing and technical questions to the appropriate advisers.
Frequently asked questions
Is this a term-sheet template I can sign?
No. It is a preparation checklist and decision log. Counsel should prepare or review the actual document and its intended effects before signature.
What if there is no draft yet?
Start with the target, proposed price, funding plan and deadline. Record missing information and the decisions you want counsel to help assess.
Should every open issue become a closing condition?
No. The response depends on the issue and the negotiated transaction. The log records questions and ownership without deciding the appropriate contract remedy.