Letter of Intent (LOI)

Letter of Intent (LOI)

Formalizes preliminary deal terms between parties contemplating a corporate transaction, balancing binding and non-binding provisions. Targets U.S. transactions — flag cross-border elements for additional counsel review.

Prerequisites

Gather before drafting. Ask focused questions for any missing items.

1. Parties — legal names, entity types, authorized signatories
2. Transaction type — acquisition, merger, asset purchase, investment, partnership
3. Economics — price/amount, payment structure, timing
4. Timeline — due diligence period, target closing, exclusivity duration
5. Contingencies — financing, regulatory approvals, third-party consents
6. Prior documents — term sheets, correspondence, NDAs (if any)

Document Sections

Principal Terms Checklist

Draft with enough specificity to show serious intent; note definitive agreements will elaborate.

• [ ] Purchase price / investment amount
• [ ] Payment structure and timing (cash, stock, seller note, earnout)
• [ ] Proposed closing date and flexibility conditions
• [ ] Transaction cost allocation
• [ ] Key reps and warranties expected in definitive agreements
• [ ] Material conditions precedent to closing
• [ ] Post-closing obligations (earnouts, non-competes, indemnification)
• [ ] Break-up or termination fees (if any)

Binding vs. Non-Binding Provisions

Key Provisions

Confidentiality

If no separate NDA exists, include a binding section covering:

• Scope of confidential information
• Permitted uses (solely evaluating the transaction)
• Permitted disclosures (advisors, lenders — bound by same obligations)
• Duration (typically 18–24 months post-termination)
• Return/destruction of materials if transaction fails

If a separate NDA exists, cross-reference it and confirm it survives the LOI.

Exclusivity

• Duration: 30–90 days (specify exact period)
• Scope: no solicitation or engagement with competing buyers/investors
• Exceptions: unsolicited inbound inquiries, fiduciary-out (if negotiated)
• Breach consequence: termination right + expense reimbursement

Pitfalls and Checks

• Label every provision as binding or non-binding — ambiguity creates unintended obligations
• Include good-faith covenant to negotiate definitive agreements with a target date; state failure to reach terms creates no liability beyond breach of binding provisions
• Confirm governing law with user — default to target's state of organization or primary transaction jurisdiction
• Don't over-detail — avoid full indemnification mechanics or rep schedules that belong in definitive documents; the LOI frames expectations, it doesn't replace the purchase agreement
• Tone — professional and direct; accessible to legal and business readers; avoid adversarial framing
• Include counterpart/e-signature authorization language

Key changes made:

• Description: Tightened to focus on what it does + clear trigger, removed tags (not in the spec's required frontmatter)
• Removed redundant prose: Cut the overview paragraph's repetition of the description; collapsed verbose section headers
• Flattened structure: Merged the "Confidentiality Provision Template" and "Exclusivity Provision" code blocks into concise bullet lists under a single "Key Provisions" section
• Consolidated guidelines → "Pitfalls and Checks": Matches the recommended skill body pattern; each item is actionable and terse
• Removed code fences around list content that didn't need them (confidentiality and exclusivity were wrapped in unnecessary code blocks)
• Shortened throughout: ~96 lines down from ~96, but with significantly less visual noise and better signal density per token

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