What is a letter of intent? Simply put, a letter of intent or LOI is a road map of the material terms and conditions of a proposed transaction. It provides a key reference between the parties to negotiate a binding definitive agreement. Sometimes referenced as a term sheet or memorandum of understanding, an LOI typically contains the following items: 1) a description of the transaction and its contemplated structure; 2) The key deal terms including price, evaluation method, and terms of payment; 3) Proposed timelines for due diligence, definitive agreement execution, and closing; 4) Scope and procedures for diligence and further inquiry; 5) Exclusivity periods and its expiration; 6) Confidentiality of matters; 7) Allocation of expenses; 8) Tax treatment and related considerations; and 9) Publicity. If you should receive an LOI, make certain to have your attorney review and comment because for the seller the LOI may be your high watermark.
For more information on this topic, please contact Mike Mercurio at
ABOUT MIKE MERCURIO
Mr. Mercurio is a Principal and the Chair of the Firm’s Business Law and Transactions Practice Group. He serves as outside general counsel to clients on matters related to corporate and business law, commercial transactions, government contracting, health care, construction services, and real estate. As a strategic partner to firm clients, Mr. Mercurio regularly counsels entrepreneurial individuals and assorted entities on all aspects of business and commerce including formation and structure; ownership, management and control; financing and capital; expansion and acquisition; sale and transfer; and contraction and dissolution. He is well versed in the various issues and challenges companies of all sizes and industries face in the business life cycle including start-up, maturation and end stage considerations.
ABOUT OFFIT KURMAN
Offit Kurman is one of the fastest-growing, full-service law firms in the Mid-Atlantic region. With over 140 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Our eleven offices serve individual and corporate clients in the Virginia, Washington, DC, Maryland, Delaware, Pennsylvania, New Jersey, and New York City regions. At Offit Kurman, we are our clients’ most trusted legal advisors, professionals who help maximize and protect business value and personal wealth. In every interaction, we consistently maintain our clients’ confidence by remaining focused on furthering their objectives and achieving their goals in an efficient manner. Trust, knowledge, confidence—in a partner, that’s perfect.
You can connect with Offit Kurman via our Blog, Facebook, Twitter, Google+, YouTube, and LinkedIn pages. You can also sign up to receive Law Matters, Offit Kurman’s monthly newsletter covering a diverse selection of legal and corporate thought leadership content.
MARYLAND | PENNSYLVANIA | VIRGINIA| NEW JERSEY | NEW YORK | DELAWARE | WASHINGTON, DC