Thursday, June 23, 2016

"THE LETTER OF INTENT - A USEFUL TOOL TO HELP ADVANCE PRODUCTIVE NEGOTIATIONS"



THE FUNDAMENTAL PURPOSE OF THE LETTER OF INTENT

At the beginning of any complex negotiations, for example mergers or acquisitions, it is common for parties to sign a letter of intent (LOI). Typically, a letter of intent is used as a mechanism to protect parties to a transactional negotiation, during the negotiation and in the event that the negotiation fails.I have also used them in dispute related negotiations. (See my column "Avoiding Litigation in a Litigious Culture.")

They may contain non-solicitation provisions restricting the potential buyers ability to hire employees from the seller's business should the parties be unable to reach agreement. It will include other common clauses such as due diligence warranties and indemnification language to protect buyer from prior liabilities of seller.