Legal Blog

The Entrepreneur’s Lab Video Series: Letter of Intent

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 | 301.575.0332

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.





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