Warning! Reference attribution: BVCA
Title | Nature | Description | Link |
---|---|---|---|
Confidentiality Agreement (NDA) | Binding; | Protecting sensitive information | URL |
Letter of Intent | Non-binding; | Expression of Interest, showing commitment to due diligence | |
Summary of Terms / Term Sheet / Head of Terms | Partially binding | Non-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) | Binding | Former: 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) | Binding | Latter: Relationship Governs post-deal governance, rights and obligations among shareholders (voting rights, board structure, share transfers, exit mechanics, etc.). | URL1 |
Articles of Association | Binding | A 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 Agreement | Binding | The 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 shares | Regulations | Explains how preference shares are accounted for — equity vs. liability classification, dividend treatment, fair value considerations, and compliance with IFRS/GAAP. | |
Valuation Guidelines | Best practice | IFRS 13 # Fair Value Measurement | URL1 URL2 |
TUPE Briefing | Legal obligations | the UK’s Transfer of Undertakings (Protection of Employment) Regulations. Ensures employee rights are protected in asset deals or service outsourcing /insourcing | URL |
Takeover Code | Regulatory | UK rules governing public M&A deals. Ensures fairness, transparency, and equal treatment of shareholders in takeovers of listed companies. | URL |