Negotiating Letters of Intent for Mergers and Acquisitions

About the Course:

Letters of Intent (LOI) are a crucial instrument for executing acquisitions. As they are one of the first documents to be agreed to in the context of acquisitions, they set expectations and parameters for final deal terms. LOIs set the bounds for how due diligence will be conducted; the ability of other potential acquirers to come forward; and, how the selling company will be governed from the time of signing of the LOI to the closure of the transaction.

In this unique course, three veterans of acquisitions--with combined relevant experience in excess of 50 years-- provide invaluable insight into dozens of issues that arise with Letters of Intent in the context of negotiating acquisitions. The following are among the issues raised:

  • How early should a seller seek a Letter of Intent from a prospective buyer? Are there downsides to seeking a Letter of Intent prematurely?
  • How can sellers negotiate around buyers' requests to receive copies of other offers?
  • How can Letters of Intent be construed as marketing pieces to employees of the selling firm?
  • What is the significance of "non-use" provisions in LOIs?
  • What are the implications of "no shop" provisions in Letters of Intent?
  • What are the benefits of placing "no raiding" provisions in Letters of Intent?
  • Why are confidentiality provisions in Letters of Intent so important?
  • How can LOI's provide for staggered due diligence? Which facets of due diligence should be conducted last?
  • What does "Negotiating in Good Faith" mean? How should such provisions be addressed in Letters of Intent?
  • How are "breakup fees" negotiated in Letters of Intent?

Also, this session provides in-depth analysis as to the extent to which Letters of Intent are binding. In addressing this issue, our speakers discuss:

  • What courts consider
  • Terms in the Letters of Intent
  • Statements of intent
  • Circumstances surrounding the drafting of the LOI
  • Ambiguity in clauses
  • Impact of state law

Course Leaders: Mark F. Miller, Partner, Arnstein & Lehr LLP

Mr. Miller is a partner and Chair of the firm's Business Group. He has been in private practice for more than 30 years and concentrates his practice on corporate and transactional matters, serving primarily privately-held businesses of all sizes, including corporations, limited liability companies and limited partnerships. Mr. Miller has substantial experience in areas such as the formation, acquisition, sale and other disposition of business entities; investment by foreign nationals; the procurement of capital and operating funds through lender financing, venture capital investment and private placements; mergers and stock acquisitions; distributorship agreements; employee and independent contractor agreements; stock issuances; stock redemptions; shareholder disputes; and asset protection planning.

Thadford A. Felton, Partner, Arnstein & Lehr LLP

Thadford A. Felton is a partner and co-chair of the Commercial Litigation Group at Arnstein & Lehr. As a lawyer and counselor, he has extensive experience representing clients in a broad range of business and complex commercial matters. Mr. Felton's experience includes serving as outside general counsel for privately-held businesses where he is involved in a variety of legal issues such as the implementation of safeguards to protect the assets and longevity of businesses, the negotiation and documentation of transactional matters and advising on day-to-day operational issues.

Michael Foltz, JD, CPA, CFP(R), Principal, Chief Estate Planning Officer, Balasa Dinverno Foltz LLC

Mike draws on 20 years as a practicing lawyer to review clients' estate plans and determine how to address their business concerns, such as how stock or ownership interest in the company can be passed on in the most tax-efficient way.

As leader of the Business Owner team, Mike has led the development of a unique, comprehensive approach to evaluating and prioritizing the concerns that business owners face, as well as making recommendations to manage those considerations and quarterbacking the team of advisors to implement those recommendations.

Course Length: Approx. 1.5 hours


Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at