M&A Letters of Intent: Buyer and Seller Strategies for Drafting and Negotiating Preliminary Deal Terms

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

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Conducted on Tuesday, December 1, 2015

Recorded event now available

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Course Materials

This CLE course will prepare deal counsel to negotiate and draft letters of intent that effectively outline material deal terms and establish negotiation parameters. The panel will review the latest legal developments with M&A letters of intent, including common areas of dispute and litigation, and offer strategies to avoid common drafting and enforceability pitfalls when structuring preliminary deal provisions on behalf of buyers or sellers.


Letters of intent are a key tool for keeping M&A deals in place while buyers and sellers negotiate the final acquisition agreement. Thoughtfully approaching key terms in the letter of intent will expedite deal negotiations and help the parties avoid contentious disputes, thereby saving time and money.

Failure to adequately resolve ambiguities stemming from whether or not a letter of intent is meant to be binding, how it is used by regulators and financing sources, and the commitments it outlines can result in disaster. Counsel must strategically craft the language in a letter of intent to avoid potentially difficult litigation down the road.

Listen as our experienced panel of M&A attorneys reviews the latest legal developments with M&A letters of intent and provides best practices for sellers and buyers negotiating preliminary deal provisions.



  1. Recent legal developments with M&A letters of intent, including litigation trends
  2. Advantages and disadvantages of letters of intent
  3. Key elements of letters of intent
    1. Structure of transaction
    2. Price and terms
    3. Assets and liabilities
    4. Transition
    5. Conditions
    6. Due diligence
    7. Exclusivity
  4. Negotiation strategies for sellers and buyers
    1. Be explicit and precise about whether letter of intent provisions are binding
    2. Specify remedy for breach of letter of intent
    3. Expressly affirm or reject duty to continue negotiating in good faith
    4. Specify coverage of expenses
    5. Refer to conditions to be satisfied in the future
    6. Specify period for future negotiation
    7. Include express language allowing for fiduciary or other outs


The panel will review these and other key issues:

  • What are the primary advantages and disadvantages for buyers and sellers contemplating entering a letter of intent?
  • What key terms should be included in M&A letters of intent?
  • What factors do courts typically examine when determining whether to find a letter of intent binding?
  • How can buyers and sellers best protect their interests during letter of intent negotiations?


B. Scott Burton
B. Scott Burton

Sutherland Asbill & Brennan

Mr. Burton focuses on corporate mergers and acquisitions, corporate finance and securities, and the taxation of...  |  Read More

Williamson, Mark
Mark D. Williamson

Lathrop GPM

Mr. Williamson practices in the areas of business, corporate, and securities law, with a focus on mergers and...  |  Read More

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