Important leverage is used early

Price, structure, exclusivity, working capital, rollover, employment, timing, and major conditions are often framed before definitive documents begin. Issues deferred at the LOI stage can become harder to improve after exclusivity.

Specificity reduces later surprise

A concise LOI can still be clear. The parties should identify what is included in value, how adjustments will work, which approvals remain, and what diligence is required.

Exclusivity has value

Once an owner agrees not to negotiate with others, competitive leverage changes. The exclusivity period and the buyer’s obligations during it should reflect that reality.

Questions for Owners

Questions worth considering

  • Which economic points remain undefined?
  • What must occur during exclusivity?
  • Could a reasonable reader interpret any major term differently?