Legal Blog

Selling a Company and the Importance of a Letter of Intent

Letter of IntentAs you may recall from our previous blog, “From Exit Planning to Acquisition: How Deals Get Done,” Offit Kurman both participated in and co-sponsored the seventh annual Baltimore Business Journal (BBJ) “Knowledge is Power” quarterly breakfast speaker series on Friday, December 6, 2013 at the Hotel at Arundel Preserve. The BBJ welcomed four distinguished panelists, including Offit Kurman Business Law and Transactions attorney Mike Mercurio, to discuss how M & A deals happen in today’s mid-size business marketplace, and especially in Cyber.

Mr. Mercurio described the process sellers should go through, hitting on four key points that should be remembered up front:

  • Letters of intent are essential.  They are the roadmaps to establishing key parameters and considerations for transactions.
  • “Once you find a buyer, get a letter of intent, do due diligence and tell the buyer everything. Open  up your books and show  the good and the bad,” advised Mercurio. “Disclosure is your friend. It’s the base of knowledge.”
  • Have your legal counsel and advisors involved in the entire process.

“Don’t get your attorney involved at the end as a draftsman,” advised Mercurio. “Timing is important in any transaction. So from the legal side, get competent M&A counsel in as early as possible. Their job is to drive your transaction to closing.”

  • Finally, remember:  Your business isn’t sold until it is sold.

“Just because you signed a letter of intent or are halfway through the transaction process, you haven’t sold it,” warns Mercurio.   Many an owner, assuming a deal will be done, has taken his eye off the ball, raising red flags to risks and dampening buyer enthusiasm.  It is important to maintain “business as usual” even when sale seems certain, until contracts are signed and the check is delivered.

Letter of IntentIf you have any questions related to Mergers and Acquisitions, please contact Mike Mercurio at mmercurio@offitkurman.com or 301.575.0332.  Mr. Mercurio offers Panel discussions on M & A transactions called “Dissecting the Deal,” which feature decision makers from both buyers and sellers who share insider perspectives on how the deals get done.  If you wish to be notified of the next Dissecting the Deal Panel, place click here.

Offit Kurman Mergers and Acquisitions (M&A) Practice Group

At Offit Kurman Attorneys at Law, the lawyers in our Mergers and Acquisitions (M&A) Practice Group have earned a strong reputation for handling the gamut of business combinations and sale transactions regularly faced by private enterprises with skill, expertise, and efficiency. We regularly represent mid-market companies in deals of varying size and complexity. Our comprehensive services include the sale, purchase, restructuring and consolidation of business entities and divisions, management buy-outs, exit and succession planning and joint venture transactions.

To learn more about Offit Kurman’s Mergers and Acquisitions (M&A) Practice Group, please fill out our contact form . You can also connect with Offit Kurman via FacebookTwitterGoogle+YouTube, and LinkedIn.