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Negotiating Letters of Intent in M&A Transactions

Acquiring, selling or investing in a company requires clarity about the assets acquired and risks assumed. A letter of intent outlines negotiations ahead of the definitive acquisition documents and should distinguish nonbinding objectives from enforceable commitments.

What to keep in mind

Address price framework, scope, due diligence, exclusivity, confidentiality, schedule, costs and governing law.

Unclear drafting can unexpectedly create binding duties or disputes over withdrawal.

Distinctions often confused

A letter of intent is not necessarily a binding agreement to complete the acquisition.

Frequently asked questions

Can a letter of intent contain binding clauses?
Yes, for example confidentiality or exclusivity, if properly specified.
Can negotiations end after a letter is signed?
That depends on which commitments were made legally binding.

Informational content. It is not a substitute for professional advice.