The Stages in Buying and Selling a Company, Part 1

Buying and Selling a Company

.

 

 

Stage 3: The Pre-Acquisition Outlining of Initial Terms

Letter of Intent: A basic, typically non-binding document outlining the initial structure and terms of a future sale. Also called a Memorandum of Understanding (MOU); an Indication of Interest (IOI); a Term Sheet; or, in the UK, a Heads of Agreement.

Before any transaction is actually consummated, the Buyer’s and Seller’s early-stage discussions are often outlined in the preparation of a document called a Letter of Intent (“LOI”).

Most LOI provisions are typically not legally binding, and include:

  • General details on Structure (i.e., Stock vs. Asset Sale, and, if the latter, a general description of the assets being sold);
  • Key Deal Terms (such as price, form of payment, etc.);
  • General terms outlining the scope and nature of Due Diligence; and
  • the expected Closing Date.

The purpose behind including such non-binding terms is to outline the parties’ initial intentions with respect to terms of the proposed transaction.

However, a couple of notable LOI provisions that typically are legally binding include:

  • Confidentiality Clauses; and
  • “No-shop” Clauses

Confidentiality Clauses protect the Seller’s proprietary information during the Due Diligence document exchange process.

“No-shop” Clauses often restrict both parties’ ability to make a deal with others for a set time period.

It’s best to reach agreement on as many of the general LOI deal terms as possible. If the parties can’t agree, in general, on the important terms of a deal at this stage, it may make no sense to proceed to the next phase — the drafting of the Purchase Agreement.

In the next article, we’ll discuss Stage 4 – the Purchase Agreement.

Related articles:

Eli Mendoza on Equity and Financing

Moving on Up Through Mergers and Acquisitions

Small Business Growth Through M&A 

RELATED POSTS

How to Get Newsletter Readers Hitting “Open” Every Time

How to Get Newsletter Readers Hitting “Open” Every Time

12 steps to the Art of the Irresistible Monthly Newsletter Let’s take a break from the “convert” talk for a second and focus on building genuine connections through monthly newsletters your readers look forward to every month. After all, happy readers are more...

How Will AI Affect the Role of the Salesperson in Business?

How Will AI Affect the Role of the Salesperson in Business?

 5 ways it could it have an impact on Hispanic culture As a salesperson in the mid 1980’s in the automobile business there was great fear first that Car and Driver, Motor Trend, and Consumer Reports were going to provide the consumers with  too much information, and...

Women & Men, Career, Life & Their Choices

Women & Men, Career, Life & Their Choices

Tips and Observations, Inspired By "Makers: Women Who Make America" Watching a recent PBS broadcast "Makers: Women Who Make America" was a moving experience for me. Whew, I didn't realize how much time had gone by. Many of the stories and events described in the...

Video Gallery

Polls

Sign Up for the Latin Biz Today Newsletter

PR Newswire

Featured Authors

avatar for Jane ScandurraJane Scandurra

Jane Scandurra is a global marketer, spe...

Are You a Compassionate Connector?

Innovation & Strategy

Money

Talent/HR

Legal

Marketing

Culture

Fashion

Food

Music

Sports

Work & Life

Mindfulness

Health & Fitness

Travel & Destinations

Personal Blogs

Pin It on Pinterest