Reading a Term Sheet Like a Litigator

Deal lawyers and dispute lawyers read the same term sheet differently, and the difference is worth understanding before a transaction, not after it becomes contentious.

A dispute lawyer reads a term sheet looking for what happens when something goes wrong — how a warranty is triggered, what evidence would be needed to prove a breach, which party bears the burden if the completion accounts are disputed. Those questions rarely drive deal-stage negotiations, which are usually optimised for getting to signing.

We increasingly get asked to review term sheets before signing, specifically for this reason. It's a smaller piece of work than most disputes engagements, and it's some of the highest-value advice we give — because it's advice a court will never need to act on.