---
title: "LOI Guide for Business Buyers & Sellers"
description: "Letter of intent guidance for M&A deals: exclusivity clauses, key terms, and what to negotiate before signing."
canonical: "https://acquisitionstars.com/blog/category/loi"
author: "Alex Lubyansky"
firm: "Acquisition Stars"
practice: "M&A and securities law"
office: "Novi, Michigan (serves clients nationwide)"
contact: "consult@acquisitionstars.com | 248-266-2790"
---

# LOI

A letter of intent sets the terms both sides negotiate from for the rest of the deal. These guides cover exclusivity and no-shop clauses, what to lock down before signing, and the mistakes that cost buyers and sellers leverage later in the transaction.

[LOI Review Services →](https://acquisitionstars.com/services/loi-review)

6 articles in this category.

### [No-Shop and Exclusivity Clauses in an LOI](https://acquisitionstars.com/blog/no-shop-exclusivity-loi)

The no-shop and exclusivity provisions in a letter of intent are among the few LOI terms that are legally binding. This guide covers what they bind, typical durations, what buyers should ask for, and what sellers should resist.

Jun 27, 2026

### [UCC Lien Found After LOI: A Buyer's Negotiation Guide [2026]](https://acquisitionstars.com/blog/ucc-lien-found-after-loi)

You signed the LOI. Your attorney ran the UCC search and found an active blanket lien on all assets. Here is what to do next: payoff vs. UCC-3 termination vs. escrow holdback, how to use the discovery as a negotiation lever, and when a lien is a deal-condition vs. a deal-breaker.

Jun 2, 2026

### [De-SPAC Business Combination: LOI to Closing Mechanics](https://acquisitionstars.com/blog/de-spac-business-combination-process)

A detailed legal analysis of the de-SPAC business combination process: target identification, LOI key terms, merger structure, valuation methodologies, PIPE financing, minimum cash conditions, non-redemption agreements, sponsor earn-back structures, antitrust and CFIUS review, shareholder approvals, and closing mechanics.

Apr 17, 2026

### [7 LOI Clauses Sellers Regret Signing | Acquisition Stars](https://acquisitionstars.com/blog/7-loi-clauses-sellers-regret)

Most sellers lose leverage before the purchase agreement. Here are the 7 LOI clauses that cost sellers the most money and what to fight for before you sign.

Apr 12, 2026

### [7 Reasons You Need an M&A Attorney Before Signing an LOI](https://acquisitionstars.com/blog/reasons-you-need-ma-attorney-before-loi)

Why hiring an M&A attorney before signing a letter of intent protects your deal. LOI traps, exclusivity risks, and purchase price structure mistakes that cost buyers hundreds of thousands.

Mar 30, 2026

### [What Is an LOI? LOI vs Purchase Agreement](https://acquisitionstars.com/blog/loi-vs-purchase-agreement)

An LOI (Letter of Intent) is a preliminary, mostly non-binding agreement outlining price and terms before the binding purchase agreement is signed.

Jan 31, 2025

## Considering a Transaction?

We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter.

[Request Engagement Assessment](https://acquisitionstars.com/consultation) [LOI Review Services](https://acquisitionstars.com/services/loi-review)

---

Source: https://acquisitionstars.com/blog/category/loi

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