Founders
Founders need to understand economics and control before signing preliminary terms.
Term sheets in Germany · Berlin · advising across Germany
Term sheets in Germany
The term sheet defines the architecture of a financing. Ambiguity at this stage usually becomes more expensive during the long-form negotiations.
Who it is for
For parties shaping a binding deal structure.
Founders and investors benefit from translating commercial expectations into clear terms that can support later drafting.
Investors
Investors can define key protections and the route to long-form documents.
Management
Management needs a realistic timetable and clear unresolved points.
Advice
Read the economics and sharpen the legal wording.
Provisions are assessed for their combined effect on dilution, governance and the later transaction documents.
Valuation and ownership
Valuation, investment amount and employee pool together determine ownership after the round.
- Check pre- and post-money calculations
- Model dilution scenarios
- Allocate pool expansion
Control and protections
Investor consent and information rights should protect capital without blocking ordinary operations.
- Define reserved matters
- Align voting and board seats
- Fit reporting to available data
Vesting and exit
Vesting, liquidation preference and exit terms shape longer-term economics.
- Review founder vesting and departures
- Model liquidation preference outcomes
- Assess drag-along and exit process
Contact
Reviewing a term sheet before signature?
Send the current draft and identify the main negotiation points. I will respond promptly on an appropriate next step.
How we work
Set the architecture before details become binding.
Open interests are identified, consequences explained and practical negotiating alternatives prepared.
Request counselRead the economics
Valuation, investment, pool and liquidation preference are modelled in scenarios.
Assess control
Consents, information rights and board arrangements are tested for practical effect.
Prepare negotiation
Open points and non-negotiables are identified before long-form drafting.
Your contact: Dr. Philipp Lerch, attorney · Content last updated: 24 September 2026
Dr. Philipp LerchAttorney · Berlin
Profile
Legal precision meets commercial understanding.
As an attorney with experience at an international business law firm and an additional background in computer science, I combine corporate law expertise with a clear understanding of business models, processes, and technology.
- Former attorney at Hogan Lovells International LLP
- Two German honours examinations with a focus on commercial and corporate law
- Dr. jur. and LL.M. Corporate and Commercial Law, University of Sheffield
- B.Sc. Computer Science, Free University of Berlin
FAQ
Frequently asked questions
Which term-sheet provisions should founders review first?
Valuation is only one part. Liquidation preference, control rights, vesting, anti-dilution and completion conditions can materially change the economics.
Is a term sheet binding?
That depends on its wording and individual clauses. Confidentiality, exclusivity, costs or jurisdiction may be binding even if the transaction terms are not; the draft needs specific review.
Which documents help with negotiation?
The current cap table, articles, existing investor agreements, funding need and planned timetable help assess the proposed terms.
Contact
Reviewing a term sheet before signature?
Send the current draft and identify the main negotiation points. I will respond promptly on an appropriate next step.