Term Sheet Review and Negotiation

Investor Term Sheet Review and Negotiation

Before you sign the term sheet, understand what it will mean in the long-form documents — because almost nothing in it is negotiable afterwards.

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  • Advocates & Solicitors
  • Offices in Kuala Lumpur & Johor Bahru
  • Confidential, no obligation
Ahmad Solehin Abd Ghani, PartnerNur Khalis Johar Amin, PartnerNur Amira Syahira, Senior AssociateSiti Zubaidah Jemadi, Senior AssociateSiti Sarah Sarif, Senior AssociateMadihah Hisham, AssociateNur Afiqah Qasrina, AssociateKritigeswari P. Ramesh, AssociateHafiz Azhari Zamree, AssociateNur Ashsyifa' Aqila, Trainee Associate

Real lawyers, one team behind every matter

Who this is for

Sound familiar?

01

Founders who have received a term sheet from an investor

02

Companies comparing competing offers

03

Businesses raising from a corporate or strategic investor

04

Founders offered convertible or preference instruments

05

Companies negotiating a second round against existing investor rights

What's at stake

What is really at stake

  1. 01
    An investor sends a term sheet.It is short, mostly non-binding, and focused on valuation. Founders sign quickly because momentum matters and the headline number looks right.
  2. 02
    Everything else in that document — liquidation preference, anti-dilution, reserved matters, board composition, founder vesting, drag and tag rights — becomes the long-form documentation almost unchanged.
  3. 03
    By the time founders understand what they agreed, the position is that renegotiating looks like bad faith and threatens the round.

In plain words

Term Sheet Review and Negotiation

A structured review of an investor term sheet setting out what each provision will mean in practice, which terms carry the most long-term consequence, what is market and what is not, and a recommended position on every material point.

What good looks like

Imagine signing a term sheet knowing exactly what you have conceded and what you have protected. The long-form documents contain no surprises because you understood the term sheet that produced them.

What you get

What we deliver

Scope and fee are agreed in writing before any work starts, so you know exactly what you are getting.

  1. 01

    Provision-by-provision translation of the term sheet

  2. 02

    Downside scenario modelling of the preference and anti-dilution terms

  3. 03

    Assessment of what is market and what is not

  4. 04

    Ranked position on every material point

  5. 05

    Advice on the final terms through to signature

How we work

Clear from the first conversation

  1. 1

    Send a short request

    Tell us what the matter is about. It takes under a minute and stays confidential.

  2. 2

    Akmal sets a time with you

    We reply within 30 minutes in office hours to arrange your consultation, online or at our KL or JB office.

  3. 3

    Advice, then a written proposal

    You get a clear view of the issues and options, then a written scope and fee proposal.

  4. 4

    Work begins on the agreed scope

    Akmal leads the matter with a team of our lawyers, working to the scope you approved. You get regular updates at every key step.

Scope and fee in writingAgreed before any work starts. No open-ended billing surprises.
Online where it suits youMost work is done online. We meet in person when the law requires it.
Fast, direct repliesWithin 30 minutes during office hours, Mon–Fri 8:30am–5:30pm.

Who leads your matter

Led by Akmal Saufi, supported by our team

Akmal leads your matter as Partner. Depending on the work, other lawyers in our team handle parts of it day to day, with Akmal overseeing the matter.

Akmal Saufi

Akmal Saufi

Partner, Messrs Akmal Saufi & Co

  • Advocate & Solicitor, Malaysia
  • Over 13 years in transactional work: M&A, joint ventures, land and infrastructure
  • LLB (Hons), International Islamic University Malaysia

The team behind your matter

Meet the team →
Ahmad Solehin Abd Ghani, Partner
Ahmad Solehin Abd GhaniPartner
Nur Khalis Johar Amin, Partner
Nur Khalis Johar AminPartner
Nur Amira Syahira, Senior Associate
Nur Amira SyahiraSenior Associate
Siti Zubaidah Jemadi, Senior Associate
Siti Zubaidah JemadiSenior Associate
Siti Sarah Sarif, Senior Associate
Siti Sarah SarifSenior Associate
Madihah Hisham, Associate
Madihah HishamAssociate
Nur Afiqah Qasrina, Associate
Nur Afiqah QasrinaAssociate
Kritigeswari P. Ramesh, Associate
Kritigeswari P. RameshAssociate
Hafiz Azhari Zamree, Associate
Hafiz Azhari ZamreeAssociate
Nur Ashsyifa' Aqila, Trainee Associate
Nur Ashsyifa' AqilaTrainee Associate

Who we have acted for

Organisations we have acted for

Federal government agencies & statutory bodies

Johor state bodies & local authorities

Government-linked companies

Private sector & NGOs

Shown with permission. Government agencies, statutory bodies and government-linked companies are identified as such. Their inclusion does not imply endorsement by any government, ministry or agency.

Next step

Request a consultation with Akmal

  1. 1Send a short request. It takes under a minute.
  2. 2Akmal reviews it and arranges a time with you.
  3. 3You get clear advice, then a written scope and fee proposal.

We reply within 30 minutes · Mon–Fri, 8:30am–5:30pm

Your details stay confidential. Sending a request does not mean you have appointed us.

  • Licensed advocates & solicitors
  • Professional indemnity insured
  • Offices in KL & JB

Questions

Frequently asked questions

Still unsure? Send a short request and Akmal will tell you plainly whether and how we can help.

It says non-binding. Why does it matter?

Because commercially it binds. Terms conceded in a term sheet are almost never recovered in the long-form documents.

What is the single most important term?

Usually the liquidation preference. It determines who gets paid and how much on any exit, and it can leave founders with far less than their percentage implies.

What are reserved matters?

Decisions requiring investor consent. Drawn too widely they can stall ordinary operations, so the list deserves real scrutiny.

How quickly can you review one?

Usually days. Tell us your deadline and we will be honest about whether it works.

Can you help with the long-form documents too?

Yes, and it is more efficient if the same counsel handles both.

What is Legal That Works?

Legal That Works is a business and organisation oriented legal service designed by Messrs Akmal Saufi & Co (the firm that has brought the widely known legal consumer services brand ASCOLAW). We specifically help business owners and organisation leadership to navigate Malaysia’s legal terrain to achieve their commercial goals.

What if I’m not sure what legal service I need?

No problem. Most business owners aren’t legal experts. Just reach out and we will guide you to the right service or help you understand your options, without jargon or upselling.

Who will be helping me?

Your matter is led by Akmal Saufi, Partner. Depending on the work, other advocates and solicitors in our team will handle parts of it day to day, with Akmal overseeing the matter. You will always deal with real lawyers, not chatbots or generic customer support.

Before you sign

The cost of waiting

Term sheet stage is where investor rights are actually decided. Long-form drafting negotiates wording, not existence.

WhatsApp us

We reply within 30 minutes · Mon–Fri, 8:30am–5:30pm

Legal That Works logo

Legal That Works (Messrs Akmal Saufi & Co) is a Malaysian business friendly legal services firm providing services across multiple industries and practice area fuelling business growth and ambition.

All rights reserved. © Legal That Works is a legal service by Messrs Akmal Saufi & Co (Registration No. 00020004166). 2014-2026
Regulated by the Malaysian Bar Council under the Legal Profession Act 1976.

Legal That Works logo

Legal That Works (Messrs Akmal Saufi & Co) is a Malaysian business friendly legal services firm providing services across multiple industries and practice area fuelling business growth and ambition.

All rights reserved. © Legal That Works is a legal service by Messrs Akmal Saufi & Co (Registration No. 00020004166). 2014-2026

Regulated by the Malaysian Bar Council under the Legal Profession Act 1976.

Legal That Works logo

Advocates & Solicitors in Kuala Lumpur and Johor Bahru

Legal That Works logo

Advocates & Solicitors, KL and JB