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Transaction (PEVC) Model Documents & Guidelines

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Entrepreneurs Guides Resource Legal-Documents
Warning! Reference attribution: BVCA
TitleNatureDescriptionLink
Confidentiality Agreement (NDA)Binding;Protecting sensitive informationURL
Letter of IntentNon-binding;Expression of Interest, showing commitment to due diligence
Summary of Terms / Term Sheet / Head of TermsPartially bindingNon-binding summaries of principle commercial, legal, tax, accounting terms agreed before drafting the final agreement. some parts can binding, such as confidentiality, no-shop / go-shop, obligations for fees etc.URL
Subscription Agreement
/ Purchase Agreement aka (SPA or APA)
BindingFormer: Used in equity financings. Investor agrees to subscribe for new shares issued by the company. reps & warranties, covenants, and closing conditions.URL1
Investment/Shareholders’ Agreement (SHA)BindingLatter: Relationship
Governs post-deal governance, rights and obligations among shareholders (voting rights, board structure, share transfers, exit mechanics, etc.).
URL1
Articles of AssociationBindingA constitutional document of the company. Sets out the internal governance, share rights (including preferred shares), and member powers. Must be filed with Companies House.URL2
Registration Rights AgreementBindingThe exit preparation tool–mostly in US context, Gives investors the right to require the company to register their shares for public sale (e.g., in an IPO).URL1
Accounting briefing on the treatment of preferred sharesRegulationsExplains how preference shares are accounted for — equity vs. liability classification, dividend treatment, fair value considerations, and compliance with IFRS/GAAP.
Valuation GuidelinesBest practiceIFRS 13 # Fair Value MeasurementURL1
URL2
TUPE BriefingLegal obligationsthe UK’s Transfer of Undertakings (Protection of Employment) Regulations. Ensures employee rights are protected in asset deals or service outsourcing /insourcingURL
Takeover CodeRegulatoryUK rules governing public M&A deals. Ensures fairness, transparency, and equal treatment of shareholders in takeovers of listed companies.URL
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