LOI Attorney in Ohio

By Alex Lubyansky Managing Partner Last updated October 15, 2026

Acquisition Stars advises buyers and sellers on loi attorney matters across Ohio.

Serving 1 market across Ohio.

LOI Attorney Practice in Ohio

Acquisition Stars advises buyers and sellers on loi attorney matters across Ohio. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Ohio Transaction Considerations

Ohio's Commercial Activity Tax (CAT) is a gross receipts tax that applies regardless of profitability, which can create unexpected tax burdens for high-revenue businesses and affects deal valuation differently than income-based taxes
Ohio's Opportunity Zones and various incentive programs (Job Creation Tax Credit, InvestOhio) can represent significant value in business acquisitions
Ohio's diverse industrial base (automotive, healthcare, financial services) means industry-specific regulatory considerations vary widely by deal type

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LOI Attorney Service Areas in Ohio

Acquisition Stars represents clients in each of the following markets. Click any city to learn about letter of intent law services in that area.

Cleveland

LOI Attorney in Cleveland

Ohio Legal Framework for Letter of Intent Law

Non-Compete Agreements

The LOI should state the seller covenant in terms the state will enforce, or the term sheet promises what the purchase agreement cannot deliver.

Enforceable with Raimonde reasonableness test. Reformation available.

Enforceable under common law if reasonable. Ohio courts apply a reasonableness test from the Raimonde v. Van Vlerah case line, considering whether the restriction is no greater than necessary to protect the employer's legitimate interests, does not impose undue hardship, and is not injurious to the public. Courts may reform (blue-pencil) overbroad covenants.

Tax Considerations

Tax clearance and successor liability rules decide which closing conditions the LOI should reserve.

According to the Ohio Department of Taxation, taxpayers with $6 million or less in taxable gross receipts are excluded from the Commercial Activity Tax in 2026. Buyers should model taxable gross receipts and applicable exclusions separately from net income, and check registration and filing requirements for the acquired business.

Filing Requirements

Spousal consent, entity filings, and clearance certificates belong on the LOI's closing-deliverables list.

Entity mergers and conversions must be filed with the Ohio Secretary of State. The Department of Taxation requires tax clearance for asset purchases. Biennial (odd-year) reports are required for domestic corporations.

Bulk Sales / Asset Purchases

Creditor notice periods set the earliest closing date the LOI can promise.

Ohio has repealed UCC Article 6 (Bulk Sales). Ohio Revised Code Section 5739.16 provides that an asset purchaser may be held liable for the seller's unpaid sales and use taxes if the buyer fails to withhold sufficient funds or obtain a tax release from the Department of Taxation.

The federal framework for a letter of intent

A letter of intent sets the framework for a business sale before either side commits real money to due diligence. It records the price and structure the parties have agreed to explore, sets an exclusivity period that keeps the seller from shopping the deal elsewhere, and lays out a target closing calendar the rest of the transaction will be built around.
Most of an LOI's business terms are deliberately non-binding, subject to what diligence and the definitive agreement negotiation later confirm. A narrower set of provisions, typically exclusivity, confidentiality, and any expense reimbursement or break-up provision, do bind the parties from signature. Which category a given term falls into is the question worth resolving before signing, not after.

A letter of intent can start the antitrust clock

An HSR-reportable acquisition cannot close until both parties file and the waiting period, 30 days after filing or 15 for a cash tender offer, ends, under 15 U.S.C. 18a. From February 17, 2026 the threshold is $133.9 million; exemptions can exclude a deal. Outside 16 CFR 801.30, filing requires an executed contract, agreement in principle or letter of intent and the affidavit in 16 CFR 803.5(b).

Sources: 15 U.S.C. 18a(a), 15 U.S.C. 18a(b)(1)(B), 16 CFR 803.5(b), FTC, New HSR Thresholds and Filing Fees for 2026

Confirm the current filing form before relying on the LOI

The FTC states that it is accepting HSR filings on the form and instructions that were in place before February 10, 2025, after a federal district court vacated the 2025 form on February 12, 2026 and the court of appeals denied a stay on March 19, 2026. Filers may still use the 2025 form voluntarily. The current text of 16 CFR 803.5(b) requires an affidavit that a contract, agreement in principle or letter of intent has been executed and that the filer intends in good faith to complete the transaction. It also still contains the dated-document attestation added in 2025. Because the appeal is pending, counsel confirms the accepted form, instructions and affidavit wording on the FTC premerger page at filing time. A letter of intent meant to support an early filing should describe the parties, structure and scope clearly enough to match what the filing describes.

Sources: FTC, HSR Notification Forms, Instructions & Guidance, 16 CFR 803.5(b)

Diligence focus for a letter of intent

Exclusivity period length measured against a realistic diligence and financing timeline
Which specific provisions bind at signature versus remain open to negotiation
Break-up fee or expense reimbursement triggers if either side walks away
Price and structure language written so the definitive agreement can actually deliver it
Confidentiality scope for materials shared before a definitive agreement is signed

Other M&A and Securities Services in Ohio

Acquisition Stars handles M&A transactions for Ohio clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Business Acquisition Lawyer in Ohio Business Sale Attorney in Ohio M&A Attorney in Ohio

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Alex Lubyansky leads every letter of intent law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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