--- title: "Post-LOI Checklist: Your First 48 Hours After Signing" description: "The complete checklist for business buyers in the first 48 hours after signing an LOI. What to do immediately, who to notify, and mistakes to avoid." canonical: "https://acquisitionstars.com/post-loi-checklist" firm: "Acquisition Stars" practice: "M&A and securities law" office: "Novi, Michigan (serves clients nationwide)" contact: "consult@acquisitionstars.com | 248-266-2790" --- # Post-LOI Checklist 48-Hour Guide | [← Back to DD Guide](https://acquisitionstars.com/blog/ma-due-diligence-guide) Your First 48 Hours After Signing a Letter of Intent The clock is ticking. Everything you do (or don't do) in the first 48 hours sets the tone for the entire transaction. Start the Checklist Jump to Checkpoint You signed the Letter of Intent. The seller accepted. For the first time, this deal feels real. Now the clock is ticking. The exclusivity period has started-typically 60-90 days-and everything you do in the first 48 hours sets the tone for the entire transaction. Move too slowly and you waste precious time. Move carelessly and you create problems that haunt you through closing. If the LOI was signed without an attorney reviewing it first, it is not too late to bring one in now, before you start spending money on due diligence. Our guide to [choosing an LOI attorney in Michigan](https://acquisitionstars.com/best-loi-attorney-michigan) covers what to look for at this stage. ### Before You Do Anything: Understand What Just Changed The moment you sign the LOI, the balance of power shifts. - **You're on the clock.** Exclusivity periods are finite. Every day you waste is a day you can't get back. - **The seller has leverage.** If you walk away, you've lost time and money. They can go back to other buyers. - **The price only goes down from here.** The LOI price is the maximum you'll pay. Due diligence findings only reduce the price-never increase it. 1-4 Hours 1-4 ## Immediate Actions These tasks should happen within hours of signing-not days. ### A Notify Your Core Team #### Call your M&A attorney - Confirm they received the signed LOI - Schedule a kickoff call within 24-48 hours - Confirm their availability for the exclusivity period - Discuss any immediate concerns from the LOI terms #### Call your accountant or QoE firm - Notify them the LOI is signed - Confirm their availability and timeline - Discuss scope of financial due diligence - Get their due diligence request list #### Call your lender (if financing) - Confirm the LOI is signed and exclusivity has started - Provide a copy of the signed LOI - Confirm their timeline for commitment letter - Identify any documentation they need from you **Why this matters:** Your team needs to block time on their calendars. If you wait a week to notify them, you may find they're unavailable-and you've lost a week of your exclusivity period. ### B Review Critical LOI Terms #### Confirm Exclusivity Dates Start date: _____________ End date: _____________ Days remaining: _____________ #### Note Binding Provisions - Confidentiality obligations - Exclusivity/no-shop clause - Break-up fees (if any) - Expense reimbursement provisions #### Identify Conditions/Contingencies - Financing contingency deadline - Due diligence deadline - Third-party approval requirements - Landlord consent requirements #### ⚠️ Flag Unusual/Concerning Terms - Price subject to adjustment clauses - Vague working capital definitions - Seller financing terms left undefined - Earnout terms left to "future negotiation" 4-12 Hours 4-12 ## Due Diligence Preparation ### Prepare Your DD Request List - **Customize** for this specific deal and industry - **Organize** by category: Financial, Legal, Operational, Customer, Compliance, HR - **Prioritize** critical items-don't wait for everything - **Set deadlines** for each category ### Set Up Infrastructure - Create or access **secure data room** - Set up **document tracking system** - Create **issues log** and **questions list** - Schedule **weekly check-ins** with all parties 12-24 Hours 12-24 ## Outreach and Coordination ### Send Due Diligence Request - Send formal DD request to seller via email with read receipt - Copy your attorney and seller's broker/attorney - Include clear deadlines - Offer to schedule a walkthrough call ### Request for Day 1 Access - • Last 3 years of tax returns - • Last 3 years of financial statements - • Trailing 12-month P&L by month - • Customer list with revenue by customer - • All material contracts **Pro tip:** The speed at which the seller responds to your initial request tells you a lot about how the rest of due diligence will go. Slow response = expect delays. Fast response = seller is prepared and motivated. ### Schedule Key Meetings #### Management Interview - • Within first 2 weeks - • Prepare questions in advance - • Include key advisors if appropriate #### Site Visit - • Coordinate timing with seller - • Plan what to see/verify - • Bring a checklist #### Kickoff Call - • Introduce key players - • Align on communication protocols - • Confirm timeline expectations 24-48 Hours 24-48 ## Financial and Legal Coordination ### Financing Coordination #### Provide lender documentation: - Copy of signed LOI - Personal financial statement - Business plan or acquisition thesis - Resume/background information - Source of equity/down payment documentation **SBA Timeline:** SBA loans typically require 45-60 days from application to commitment. Plan your exclusivity period accordingly. ### Legal Coordination #### Provide attorney with: - Signed LOI - Prior correspondence with seller - Preliminary due diligence materials - Your notes on concerns or questions #### Discuss early: - • Who drafts the purchase agreement? - • When should drafting begin? - • Asset vs. stock purchase structure? - • Change of control provisions in key contracts? For a broader look at what M&A counsel handles across the whole transaction, not just this 48-hour window, see our [guide to M&A attorneys in Michigan](https://acquisitionstars.com/michigan-ma-attorney). ## What NOT to Do in the First 48 Hours Avoid these common mistakes that can derail your deal ### Don't Announce the Deal Prematurely - • Don't tell employees at your current job - • Don't post on social media - • Don't tell friends who might talk - • Don't contact seller's employees/customers without permission **Why:** Premature disclosure can spook employees, alert competitors, or violate LOI confidentiality provisions. ### Don't Skip the Attorney Review - • Have attorney review LOI (even after signing) - • Identify problematic provisions - • Understand your obligations and exposure - • Plan for purchase agreement negotiations **Why:** Understanding what you agreed to helps you navigate the next 60-90 days effectively. ### Don't Assume the Deal Will Close - • Don't quit your job yet - • Don't sign a new lease based on the acquisition - • Don't make major financial commitments - • Keep other opportunities warm (discreetly) **Why:** Approximately 30-50% of deals that reach LOI stage don't close. ### Don't Let the Seller Control the Pace - • Send your DD request immediately - • Follow up on missing documents weekly - • Don't accept "we'll get to that later" - • Escalate delays to broker/attorney if needed **Why:** Sellers sometimes delay to run out your exclusivity, hide problems, or simply from disorganization. ## 48-Hour Checkpoint: Are You on Track? By the end of 48 hours, you should be able to answer "yes" to all of these | Checkpoint | Complete? | | --- | --- | | Attorney notified and kickoff scheduled | | | Accountant/QoE firm notified and engaged | | | Lender notified (if financing) | | | DD request list sent to seller | | | Data room access confirmed | | | Key meetings scheduled (management, site visit) | | | Tracking system set up | | | Critical LOI terms documented | | | Exclusivity end date on your calendar | | **If you're missing items:** Don't panic, but prioritize catching up. Every day of delay at the beginning compounds throughout the deal. ## Red Flags in the First 48 Hours Watch for these warning signs early-they often predict problems later | Red Flag | What It May Indicate | | --- | --- | | Seller slow to respond to DD request | Disorganized, hiding something, or not motivated | | Key documents "being prepared" | Financial records may not be accurate | | Seller wants to delay management meeting | Key person issues or employee concerns | | Broker discourages attorney involvement | Terms may be unfavorable to buyer | | Pressure to shorten due diligence period | Something to hide or unrealistic expectations | | Vague answers to specific questions | Potential misrepresentation | **If you see multiple red flags:** Have a candid conversation with the seller or broker. Address concerns early-before you've invested significant time and money. ## Frequently Asked Questions **What should I do immediately after signing an LOI?** Notify your attorney, accountant, and lender within hours. Send your due diligence request list within 48 hours. Schedule kickoff calls and management meetings within the first week. **How long is a typical exclusivity period after LOI?** Exclusivity periods typically range from 60-90 days, though they can be shorter or longer depending on deal complexity and negotiation. **What are red flags in the first 48 hours after signing an LOI?** Red flags include: seller slow to respond to due diligence requests, key documents 'being prepared,' pressure to shorten due diligence, and vague answers to specific questions. ## Continue Reading ### The Complete Guide to Buying a Business in 2026 7 steps from search to close with timelines, costs, and deal-killers. ### How to Sell a Small Business: The Owner's Complete Guide From valuation to closing - the full sell-side journey. ### Business Acquisition Process: 7 Steps From Search to Close The step-by-step process with real timeline data. ## Need Help Navigating Post-LOI? The first 48 hours set the foundation for a successful acquisition-or a painful process. If you're new to M&A or dealing with a complex transaction, having experienced counsel makes the difference. [Request Engagement Assessment](https://acquisitionstars.com/consultation) [Read Full DD Guide](https://acquisitionstars.com/blog/ma-due-diligence-guide) This checklist is for informational purposes only and does not constitute legal advice. Every transaction is different, and you should consult with qualified legal and financial advisors for your specific situation. --- Source: https://acquisitionstars.com/post-loi-checklist Markdown version generated for machine readers. Canonical HTML at the source URL.