Selling Your Business – Practical Tips for Sellers – Part 4: Letters of Intent

This is the fourth in a series of posts discussing the sale of a business from the seller’s perspective. In the first three posts, we provided an introduction to this series and discussed asset versus stock sales, seller financing, and earn-outs. In this fourth post, we’re moving away from deal structure issues and into the deal process itself, starting with letters of intent, or “LOIs” (also known as “term sheets”).

We’ve previously written about LOIs from the point of view a buyer of a business and recommended that a lawyer be engaged at the LOI stage. However, in this post we want to discuss some of the important points from the perspective of a seller of a business. Here are four tips for sellers in negotiating the LOI followed by a list of items sellers might consider including in the LOI. [Read more...]

Drafting Nondisclosure Agreements in the M&A Context: Consider What Will Happen When the Deal Goes South

Let’s say you’re buying a business. As a condition to receiving more information, you are required to sign a nondisclosure agreement that contains all of the usual blather. You then start to sift through the mountains of information provided (and have your accountants and lawyers do the same, at considerable expense) to decide whether the company is worth purchasing, and on what terms. You like what you see, so you negotiate a letter of intent, and continue your due diligence investigation. You spend five or six months in negotiations and due diligence to the tune of many thousands of dollars (or more). [Read more...]

Do I Really Need a Lawyer for an LOI?

Lawyers handle a wide variety of transactions for our business clients, including M&A deals, venture capital financings, and real estate matters, and frequently they aren’t pulled into a deal by the client until a letter of intent (otherwise known as an “LOI”) or term sheet is signed. Clients often have the opinion that the LOI is not binding and so it can be changed when the final deal is done. After all, what can go wrong with a non-binding document? Here’s some food for thought for executives and entrepreneurs who may be negotiating a term sheet or LOI and aren’t sure if they need to consult an attorney during initial negotiations.[1]

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