MPL General Counsel Corner – Trust, but Verify

April 25, 2022

You figured out what you want and how much it’s worth, now what?  Are you still fearful of the commitment?  A letter of intent (“LOI“) might be a good next step for you to consider in the acquisition/sale process.  However, what goes into an LOI? Typically, the LOI is drafted by the buyer’s counsel and addressed to the seller.  It covers a variety of topics which can include the following:

  • Price
  • Assets acquired and excluded;
  • Liabilities assumed and excluded;
  • Items that need further investigation;
  • Conditions that need to be met prior to closing; and
  • Obligations of both parties after the closing

Importantly, a well written LOI provides for deal process stability and commitment, without the full obligation of a purchase agreement. Lastly, an LOI is generally non-binding.  Still fearful of the commitment?  Maybe some of the articles below can help:

Essentially the LOI gives you the ability to “trust, but verify” (Ronald Reagan).  As always, your professional business advisors (attorney, accountant, financial advisor, etc.) can certainly be a great place to also ask more questions if you think the LOI is the right fit for your transaction.

Here are a few other things that may be of interest:

As always, please don’t hesitate to email myself (, Andy Miller (, Christian Miller (, Erik Spurlin ( or anyone in our office with questions or comments.  

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