Clifford Chance

M&A in Russia under English law: Are we bound by this term sheet?

25 March 2014

A high proportion of M&A transactions involving (directly or indirectly) Russian assets are carried out under English law. Parties to a transaction will often execute a term sheet in the early stages of a deal, long before transaction documents are drafted, agreed and executed, which will generally set out the basic agreed commercial framework between the parties in anticipation of the long-form transaction documents. Are such term sheets binding? Does a party retain the ability to walk away? Can one party hold the other to the bargain? This note seeks to address these questions in the context of providing a broader insight into the use of term sheets.

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