LOI Review & Negotiation
Protect your position early.
Focused legal review and negotiation of a letter of intent before the deal moves into diligence and definitive documents.
Discuss an LOI
Negotiate the commercial direction before the full agreement.
We evaluate the proposed LOI in the context of the transaction you want to achieve, including economics, structure, timing, and negotiating leverage. Early language can establish expectations that become difficult to revisit later.
We distinguish the provisions intended to bind the parties from the deal concepts still subject to negotiation. Our advice helps leadership weigh exclusivity, diligence access, conditions, and other commitments before moving into the definitive documents.
What we handle
- Binding and nonbinding provisions
- Exclusivity and no-shop obligations
- Confidentiality and public announcements
- Deal structure and proposed consideration
- Working-capital, earnout, escrow, and adjustment concepts
- Diligence access and closing conditions
- Expense, break-fee, employment, and restrictive-covenant expectations
Useful documents
Have these handy if available. You can contact us before gathering them.
- Draft LOI, term sheet, or preliminary agreement
- Your side of the transaction and proposed structure
- Business objectives and nonnegotiable points
- Timing and known counterparty pressure
- Any financial, employment, or operational assumptions already discussed
Let’s discuss what you need.
Start with a brief description of the issue and any deadline. We will respond within one business day to discuss the right next step.
Discuss an LOI