Letters of Intent in Business Transactions: Avoiding Legal Pitfalls When Documenting Preliminary Deal Terms

Minimizing Disputes Over Whether LOI is Binding or Non-Binding, Avoiding Unintended Performance or Financial Obligations

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, June 6, 2017
Recorded event now available


This CLE webinar will prepare business counsel to negotiate, draft and enforce letters of intent (LOIs) for various types of corporate transactions. The panel will review the latest legal developments with letters of intent, including disputes and litigation over whether LOIs are binding, the impact of the parol evidence rule, the parties’ duty to negotiate in good faith, and more.

Description

LOIs are an important tool for outlining preliminary deal terms and keeping the deal alive while the parties negotiate the final agreement. Thoughtfully approaching key terms in the LOI will expedite deal negotiations and help the parties avoid contentious disputes, thereby saving time and money.

While LOIs can reduce the time and expense of closing a transaction, they can also create difficulties for the parties down the road. Failure to adequately resolve ambiguities stemming from whether or not a LOI is meant to be binding on the parties can result in litigation.

Counsel must meticulously draft expressions of binding terms, taking into account the factors that courts consider in determining whether there is an indication of the parties’ intent to bind. Counsel must be aware of the impact of the parol evidence rule on whether a LOI is admissible to help interpret later agreements.

Listen as our authoritative panel of corporate attorneys reviews the benefits of using LOIs to expedite business transactions as well as drafting pitfalls. The panel will discuss best practices for drafting and negotiating terms in the LOI, as well as the enforceability of LOIs when a deal falls through.

Outline

  1. Advantages and disadvantages of letters of intent
  2. Structuring the letter of intent
  3. Avoiding or prevailing in disputes over binding nature of letters of intent

Benefits

The panel will review these and other key issues:

  • What are the primary advantages and disadvantages of entering an LOI?
  • What terms should be included in LOIs?
  • What factors do courts typically examine when determining whether to find a LOI binding?

Faculty

May Lu, Shareholder
Tiffany & Bosco, Phoenix

Ms. Lu serves the transactional needs of businesses and their owners by assisting them with business formation, joint ventures, mergers and acquisitions, and other business agreements. She also provides guidance to businesses concerning disputes among owners and related fiduciary duties. In addition, she assists clients with regulatory and governance issues related to the U.S. Small Business Administration and other federal, state, and local programs.

Morris A. Nunes, Esq.
Attorney Morris A. Nunes, Waleska, Ga.

Mr. Nunes specializes in business counseling and transactional work. His practice focuses on representing and counseling privately held businesses, their owners and the owners’ families, as well as non-profits and trade associations. He is a frequent CLE presenter on business law topics and authored five books, including Basic Legal Forms for Business, The Right Price for Your Business and Balance Sheet Management, as well as many articles in professional and financial publications. Mr. Nunes currently serves Of Counsel to The Silverbach Group in Georgia.


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Business Contracts and Franchise Advisory Board

Vincent R. Martorana

Assistant General Counsel

KPMG

Charles (C. J.) Schoenwetter

Partner

Bowman and Brooke

Rochelle Spandorf

Partner

Davis Wright Tremaine

Craig Tractenberg

Partner

Fox Rothschild

Les Wharton

Chief Legal Officer

Coverall North America

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