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Fiduciary Duties

Glossary Term

A person owes another fiduciary duties when that person has control over a financial interest of the other. For example, corporate directors owe fiduciary duties to that corporation’s stockholders.

Duty of Care

Glossary Term

The duty of care is one of the fiduciary duties and it is violated when an action is taken or not taken on the basis of inadequate information or without following a reasonable process.

Data Room

Glossary Term

A data room is a space (often virtual) used for storing information such as contracts or corporate documents typically with the intent to share that information in a secure and/or confidential fashion with others (such as with a potential acquiror).

Due Diligence

Glossary Term

Due diligence is the process of reviewing legal and financial documents relevant to a transaction prior to the finalization of a deal.

Exclusivity

Glossary Term

In a term sheet, there is commonly a requirement for temporary exclusivity that requires one or both parties to negotiate exclusively with the other for a limited time or under certain conditions so that the investment of resources and time into due diligence and negotiations intended to finalize the agreement does not get interrupted or wasted because of an interloping offer.

Preliminary Request for Documents Template

Sample

This preliminary request for documents template for UK companies will help you understand what investors will look for before they will close the the deal. It may be helpful as a guide for organizing your corporate and legal records now .

Obtaining a listing of your company’s shares can be a long, demanding and complicated process which will have long term implications for your company. It is therefore important that you understand what is involved as planning in advance will be crucial if the IPO is to be successful.

UK

A serious buyer for your company is likely to present you with heads of terms (also known as a letter of intent, memoranda of understanding or term sheet) covering the basic terms on which it proposes to buy your company.
Once you have decided to seek a listing of your company’s shares by way of an initial public offering, you will want to ensure the process goes as quickly and as smoothly as possible. This article sets out some steps you can take at any early stage to help prepare your company for an IPO.