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
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.
- Recent legal developments with M&A letters of intent, including litigation trends
- Advantages and disadvantages of letters of intent
- Key elements of letters of intent
- Structure of transaction
- Price and terms
- Assets and liabilities
- Due diligence
- Negotiation strategies for sellers and buyers
- Be explicit and precise about whether letter of intent provisions are binding
- Specify remedy for breach of letter of intent
- Expressly affirm or reject duty to continue negotiating in good faith
- Specify coverage of expenses
- Refer to conditions to be satisfied in the future
- Specify period for future negotiation
- 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
Sutherland Asbill & Brennan
Mr. Burton focuses on corporate mergers and acquisitions, corporate finance and securities, and the taxation of... | Read More
Mr. Burton focuses on corporate mergers and acquisitions, corporate finance and securities, and the taxation of insurance companies and insurance and annuity products. His experience includes representing buyers and sellers in acquisitions and dispositions of private and publicly held life and property and casualty insurance companies, blocks of insurance business, and investment advisers.Close
Mark D. Williamson
Mr. Williamson practices in the areas of business, corporate, and securities law, with a focus on mergers and... | Read More
Mr. Williamson practices in the areas of business, corporate, and securities law, with a focus on mergers and acquisitions. He serves as Co-Chair of the firm’s Mergers & Acquisition Team. He has experience representing both public and private companies and private equity funds in various corporate transactions, including mergers, acquisitions, public and private offerings, tender offers, and debt financings.Close