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Front-End Documents in M&A: Drafting Confidentiality Agreements, Letters of Intent and Exclusivity Agreements

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, June 12, 2024

Recorded event now available

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This CLE course will provide M&A counsel with guidance in negotiating and drafting confidentiality agreements, letters of intent (LOIs), and exclusivity agreements. The panel will discuss how these front-end documents set the stage for due diligence and definitive agreements in M&A transactions. The discussion will be based in part on ABA model forms.


Before proceeding with due diligence and providing confidential information, the seller will want assurances that the information it provides will remain confidential and not be used in a competitive manner. Confidentiality agreements can be complex; the ABA model form is instructive as to the critical terms to consider.

Negotiating an M&A transaction is time consuming and costly for both the buyer and seller and can be disruptive to the seller's management of its daily operations. An LOI allows the parties to initially confirm there are no "deal-breaker" issues and determine whether there is a basic agreement on key terms.

The LOI should address the proposed structure of the transaction (i.e., stock sale, merger, asset sale), purchase price and form and timing of payment (i.e., cash, stock of the buyer, seller note), indemnification provisions, key closing conditions, and how transaction expenses will be allocated between the parties, among other terms. The ABA model form offers a good starting point for negotiation. Either as part of the LOI or pursuant to a separate exclusivity agreement, the buyer also will want assurance that the seller deals only with the buyer until the transaction is concluded.

Listen as our authoritative panel discusses confidentiality agreements, LOIs, and exclusivity agreements and the role of each in facilitating due diligence and final agreement to the M&A transaction.



  1. Front-end concerns in M&A
  2. Confidentiality agreement
  3. Letter of intent
  4. Exclusivity agreement


The panel will review these and other key issues:

  • What is the best way for a seller to protect its confidential and proprietary information in an M&A process?
  • What level of detail should be included in an LOI, and what obligations, if any, should be binding?
  • What is an appropriate term for an exclusivity agreement, and how does it drive the timeline for the diligence process?


Burton, B. Scott
B. Scott Burton

Eversheds Sutherland (US)

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

Moore, Christopher
Christopher R. Moore

Cleary Gottlieb Steen & Hamilton

Mr. Moore focuses his practice on M&A transactions. He represents acquirors, targets, boards of directors,...  |  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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