août 20 2025
Deal Lawyers: When Term Sheet Provisions Survive the Execution of Definitive Agreements
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Source: The Deal Lawyers Newsletter
Deal parties may be surprised to learn that a term sheet signed as part of early negotiations can, in some circumstances, continue to be binding after the execution of a definitive transaction agreement contemplated by the term sheet. This is true even when the definitive agreement includes an integration clause, and Delaware case law offers several examples where a party successfully asserted rights found only in a previously executed term sheet. This Legal Update reviews recent Delaware opinions and offers guidance on how parties can avoid surprises from old term sheets through clear and unambiguous drafting at both the term sheet stage and in definitive documentation that is intended to fully supersede a previously executed term sheet.
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