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Key Strategies in Negotiating Letters of Intent in Mergers and Acquisitions

Learn the importance of a carefully crafted letter of intent and how it can help you achieve your objectives.

Letters?of Intent?(LOI) set the stage for a?merger or acquisition and are key?components of the M and A process. An LOI typically?outlines the major deal points, deliverables, timelines and contingencies that become the basis for?legally binding agreements.?This topic will help you understand all the?important issues?in negotiating LOIs so that the transaction has the maximum probability of being successfully completed between the parties.?You will learn about?effective?use and key strategies in negotiating LOIs, as well as?key?M and A?terms, from?both?a buyer?and seller perspective.

Runtime: 109 minutes
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Why Lorman?

Over 31 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Pros and Cons of Doing a Letter of Intent

  • Buyer and Seller Perspectives/Goals

Typical Issues to Address in the Letter of Intent

  • Form of Letter of Intent
  • Binding or Nonbinding
  • Business Terms Addressed
    • Price: Form and Timing of Payment, Escrows and Holdbacks
    • Deal Structure
    • Ancillary Transactions
    • Closing Conditions
    • Representations and Warranties, Indemnities, Limitation of Indemnities
    • Other Provisions
  • "Process" Issues
    • Timing/Milestones to Closing (e.g., Due Diligence, Signing of Definitive Agreements, Closing)
    • Exclusivity/No Shop Provisions
    • Access to Seller
    • Confidentiality
    • Expenses
    • Other Provisions: Termination, Choice of Law/Jurisdiction, Etc.

Case Law Concerning Letters of Intent

  • Breach of Binding Provisions
  • Obligation to Negotiate in Good Faith
  • Liability
  • Measure of Damages
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Why Lorman?

Over 31 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Webinar

This course was last revised on February 14, 2018.

Call 1-866-352-9540 for further credit information.

  • Enrolled Agents 2.0
     
  • This program qualifies for 2.0 hours of Continuing Education Credit for enrolled agents under Treasury Department Circular #230 Section 10.6(g).
     

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

Audio & Reference Manual

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • GA CLE 1.7
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.75
     
  • NJ CLE 2.0
     
  • NV CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.75
     
  • WV MCLE 2.0
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

MP3 Download

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.75
     
  • NJ CLE 2.0
     
  • NV CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.75
     
  • WV MCLE 2.0
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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More Program Information

Why Lorman?

Over 31 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

James Scheinkman

James Scheinkman

Snell & Wilmer L.L.P.

  • Partner in the Orange County office of Snell & Wilmer L.L.P.
  • Practice group leader of the firm’s Corporate and Securities Group focusing on assisting mid-market companies and their owners in mergers and acquisitions, financings, joint ventures, corporate governance and shareholder dispute resolution, securities offerings, technology development and transfers, executive compensation and other corporate and commercial matters
  • Serves as general outside counsel for a variety of mid-market businesses
  • Written several recent publications including “The Seaworthy Seller: Preparing for the M&A Voyage”, author, Orange County Business Journal (November 6, 2017), “Business Transition Checklist: Key Legal (and some business) considerations for a smooth and profitable business transition”, Presenter, Business Transition Symposium, Newport Beach, CA (May 17, 2017) "What a Drag (-Along) – Dealing with minority owners in M&A deals", co-author, Orange County Business Journal (November 9, 2015), "Successful Growth Through Acquisitions", author, Orange County Business Journal (September 30, 2013), "Goodwill Hunting: Enforcing Non-Competes in California M&A Transactions," co-author, Orange County Business Journal (September 24, 2012), "Buyer Beware: Creditor claims in asset purchases," author, Orange County Business Journal (September 19, 2011), "Separate and Unequal Treatment in M&A Deals? Director Duties to Different Classes of Shareholders," co-author, Orange County Business Journal (August 23, 2010)
  • Recognized as a leader in his field by leading industry publications, including The Best Lawyers in America®, Corporate Governance and Compliance Law (2007 to 2018) and Southern California Super Lawyers®, Mergers and Acquisitions (2006 to 2010, 2014 to 2016)
  • J.D. degree, New York University School of Law; B.A. degree, with distinction, State University of New York, Binghamton
  • Can be contacted at 714-427-7037 or [email protected]
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Why Lorman?

Over 31 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 401924
Published 2018
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