Letter of Intent
Guide Library
Every guide you need to draft, negotiate, and close on an LOI. Written by M&A attorneys who handle these transactions nationwide. Alex Lubyansky on every deal.
Choose your next LOI step
- Understand the document: what an LOI means in a business acquisition.
- Prepare an offer: drafting and negotiating a business-purchase LOI.
- Discuss a real target or draft: LOI review and drafting counsel for buyers.
- Prepare a counterproposal: LOI negotiation priorities.
- Move to the next document: how the LOI differs from the purchase agreement.
Start here: the LOI template and attorney guide
The anchor resource for this entire cluster. An editable outline with questions about price, structure, diligence, exclusivity and intended binding provisions.
LOI Fundamentals
What a letter of intent is, how it compares to other documents, and when binding provisions apply.
What Is a Letter of Intent?
The definition, purpose, and legal status of an LOI in a business acquisition. Where it sits in the deal timeline.
LOI vs Term Sheet
When to use an LOI versus a term sheet, and how each shapes the negotiating dynamic differently.
LOI vs MOU
Memorandum of Understanding versus Letter of Intent: key differences in enforceability and M&A usage.
IOI vs LOI
Indication of Interest vs. Letter of Intent: commitment levels, what each signals, and when to move from one to the other.
Binding vs Non-Binding LOI
Which LOI provisions create legal obligations and which remain non-binding, with real consequences for each category.
Drafting and Writing an LOI
Templates, clause-by-clause guides, and practical drafting frameworks for buyers and sellers.
LOI Template for Business Acquisition
Editable discussion outline, annotated choices and a fictional price example to prepare for counsel review.
LOI Drafting and Negotiation Guide
Prepare the information for your draft, work through negotiation choices, and identify questions before signature.
M&A Term Sheet Guide
Collect the proposed terms, identify missing evidence and download a decision log before drafting.
Deal Structure Language
Asset vs. stock, earnest money, exclusivity, industry-specific LOI language, and special transaction types.
Asset vs Stock Purchase LOI
How deal structure determines what your LOI must cover: liability carve-outs, asset schedules, and stock transfer mechanics.
Asset Acquisition LOI Language
Specific clause language for asset purchases: how to write included assets, excluded liabilities, and allocation provisions.
LOI Earnest Money Deposit
When deals require earnest money, how to structure deposit amounts, and what triggers refund vs. forfeiture.
LOI Exclusivity Period
Standard exclusivity windows, buyer vs. seller negotiating positions, and what happens when the period expires.
LOI for Commercial Real Estate
How LOIs work in commercial property transactions: contingencies, due diligence access, and closing conditions.
SBA Acquisition LOI
LOI language specific to SBA-financed acquisitions: lender requirements, injection provisions, and timing constraints.
Public Company Acquisition LOI
Securities law considerations when an LOI involves public company stock or publicly traded targets.
Negotiation and Red Flags
How to negotiate LOI terms, protect your position, and recognize when something is wrong with the document in front of you.
LOI Negotiation Best Practices
Tactical frameworks for LOI negotiation: sequencing, leverage points, and how experienced counsel approaches each clause.
LOI Red Flags
Warning signs in LOI language for buyers and sellers: vague provisions, missing protections, and terms that signal a bad actor.
LOI Sellers Guide
How sellers should evaluate a buyer's LOI: what to push back on, what to accept, and how to protect your interests through closing.
NDA Before LOI
Whether you need a standalone NDA before signing an LOI, and how to structure confidentiality obligations across both documents.
After the LOI
What happens from LOI signing through closing: due diligence, purchase agreement drafting, and how to exit if needed.
Due Diligence After LOI
The complete due diligence framework for post-LOI review: financial, legal, operational, and commercial checkpoints.
Post-LOI Checklist
Every task from LOI signing to closing, organized by timeline and responsible party. Nothing falls through the cracks.
Steps After LOI Acquisition
The sequential process from LOI to purchase agreement: who does what, in what order, and where deals typically stall.
Buy a Business With a Signed LOI
How to maintain leverage and protect your interests from LOI signature through the final purchase agreement closing.
Can You Back Out of an LOI?
When and how to withdraw from a signed LOI, what binding provisions prevent, and how to exit without creating legal exposure.
Term Sheet for M&A Transaction
Organize the current proposal, intended obligations and unresolved decisions for the handoff to counsel.
Have an LOI in front of you?
Alex Lubyansky reviews every LOI. M&A counsel since 2013, focused exclusively on M&A. Submit your transaction details for review before you sign anything.
Alex on every deal. Nationwide representation. Novi, MI.
LOI Legal Counsel
These guides explain LOI concepts. For transaction representation, our letter of intent attorneys draft, review, and negotiate LOIs for buyers and sellers in M&A transactions nationwide.