[Help] "Review the term sheet and shareholders agreement". That's what she said!
Currently, I work in a boutique. The associate went on leave and is ignoring my messages. Thus, I have to work directly with the MD.
Question 1: She tells me "Review the term sheets and shareholders agreements". What should exactly should I be looking out for?
Question 2: Any good sources to study to get good at reviewing these things? I mastered financial modeling by taking BIWS courses but haven't found any good resources for learning the legal aspects of the job.
Thank you!
The biggest things she wants you to do is 1. make sure all numbers in the documents match what is in the model/financial statements/each document. I.E. do a tick and tie of the numbers in the TS/SHA. 2. proof read it and make sure there are no spelling/grammar mistakes 3. make sure there isn't any unusual language/clauses that seem suspect. This step may be difficult if you haven't seen a lot of TS/SHAs.
Would you mind elaborating on No. 3, what are some examples?
Also, would she expect me to check for missing clauses? Or is this the job of the lawyer?
If you have counsel engaged on the deal already that you have access to, you might try reaching out to the lawyer Associate level and starting a dialogue. They do term sheets day in, day out, and know what's "on market" and not. I guess what your MD might be looking for is that you're "all over it" with regards to the term sheet and are not only doing work to understand it well yourself, but also coordinating with the right people and moving the process forward.
Thank you that was helpful. Would go do it!
Really all depends what the TS is for. Usually its for clauses that may bind your client beyond what they deem acceptable. IE a minority investor wanting to approve the budget, excess board seats, longer-than-preferred exclusivity periods, etc. If you are junior then this portion most likely won't be your responsibility but it is good to learn your way around a legal doc.
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