M&A Letters of Intent: Establishing the Framework for Sellers and Buyers
Buyers and sellers often enter into a letter of intent at the start of an M&A deal to outline material terms and establish negotiation parameters. Letters of intent can reduce the time and expense of closing a transaction but may create difficulties down the road.
A major risk of entering into a letter of intent is that the document will later be declared binding by a court even though the parties intended it to be preliminary and non-binding. This could result in deal terms that were not sufficiently negotiated and are incomplete.
The question of whether a letter of intent is binding is often subject to suit. Counsel must strategically structure the language in a letter of intent document to avoid parties later finding themselves bound by the document’s provisions.
Mark Williamson and fellow panelists will prepare deal counsel to negotiate M&A letters of intent by reviewing the latest legal developments with letters of intent, including common issues that arise in litigation. The panel will offer their strategies for structuring preliminary deal provisions.
We will offer our perspectives and guidance on these and other critical questions:
- What are the primary advantages and disadvantages for buyers and sellers contemplating entering a letter of intent?
- What key terms should be included in letters of intent?
- What factors do courts typically examine when determining whether to find a letter of intent to be binding on the parties?
- How can buyers and sellers best protect their interests during letter of intent negotiations?
After our presentations, we will engage in a live question and answer session with participants — so we can answer your questions about these important issues directly.
Please click here to register or call 1.800.926.7926 ext. 10 for more information.