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.
- You will be able to identify the pros and cons of doing a letter of intent.
- You will be able to discuss binding or nonbinding.
- You will be able to describe exclusivity/no shop provisions.
- You will be able to review case law concerning letters of intent.
This Live Webinar Covers These Hot Issues:
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
- Other Provisions: Termination, Choice of Law/Jurisdiction, Etc.
Case Law Concerning Letters of Intent
- Breach of Binding Provisions
- Obligation to Negotiate in Good Faith
- Measure of Damages
Credit Information (Sponsored by Lorman Education Services):
- Enrolled Agents
For Detailed Credit Information page click here
Only registered attendee will receive continuing education credit.
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 firstname.lastname@example.org