LOI Letter Review and Strategy, Ferreri Miller Business Law

LOI Review & Strategy

Before you sign, know what you’re signing up for.

The Letter of Intent shapes your entire deal. Get clarity and leverage before you commit to exclusivity.

The LOI Is the Most Underestimated Document in M&A

Many owners treat the Letter of Intent as a formality — a quick step before “the real work” begins. In reality, the LOI is where you lock in (or give up) much of your leverage.

Once you sign, you enter exclusivity.

The buyer begins diligence.

The cost of walking away goes up dramatically.

A poorly negotiated LOI leads to:

avoidable price erosion
aggressive working capital terms
lopsided indemnification
skewed earnout structures
overbroad non-competes
unnecessary re-trades
longer, more stressful negotiations
higher legal and accounting costs

And many of those problems cannot be fixed later.

Our job is to make sure you understand what you’re agreeing to — and negotiate the terms that will matter when it’s time to sign the definitive agreement.

What We Do

Our LOI Review & Strategy engagement gives you clear, focused guidance before you move forward:

Review of Buyer’s Draft LOI

Step 1

Review of Buyer’s Draft LOI

We analyze the entire document, including any attached term sheet or exhibits, to identify:

pricing structure issues
working capital traps
earnout risks
tax considerations
exclusivity length and restrictions
governance or rollover terms
post-closing obligations
any hidden “leverage killers”

Plain-English Summary Memo

Step 2

Plain-English Summary Memo

You’ll receive a clean, straightforward explanation of:

what the LOI really says
what’s market, what’s unusual, and what’s dangerous
recommended changes
negotiation priorities
the optimal counterstrategy
terms that can (and should) be deferred to definitive documents

Strategy Call

Step 3

Strategy Call

We walk through the LOI with you, answer questions, and align on your goals before making any counterproposal.

Negotiation Support

Step 4

Negotiation Support

We assist with:

LOI revisions
redlines or markups
talking points
direct negotiation with the buyer or their counsel

We help you present a counteroffer that is reasonable, strategic, and aimed at preserving your leverage for the rest of the deal.

Why the LOI Stage Matters So Much

You control leverage before exclusivity — not after.

Once the LOI is signed, the buyer knows you’re committed.

Price rarely moves up later — but it often moves down.

We tighten the LOI to protect against re-trades.

Your negotiation power shrinks once diligence begins.

We help you secure the terms that matter most before diligence pressures mount.

The LOI influences the entire drafting process.

A vague LOI leads to fights later.

A clear LOI leads to a smoother, faster closing.

Who This Service Is For

Owners evaluating an LOI from a buyer
Sellers working with brokers or advisors
Business owners receiving an unsolicited offer
Founders being acquired by a strategic or private equity buyer
Operators unsure whether to sign or counter an LOI
Anyone preparing to negotiate major deal terms for the first time

If signing your LOI makes you nervous — that’s a sign you should call us.

Joseph B. Miller, Ferreri Miller Corporate Attorney, Small Business Merger & Acquisition Expert

What You Should Never Do

Sign an LOI alone.

Even experienced owners miss traps in:

working capital mechanics
indemnification structure
rollover terms
earnout measurement
seller financing
rep & warranty scope
exclusivity duration
termination rights
“binding” vs. “non-binding” language

These aren’t details — they determine how your deal plays out.

Related Services

Sell-Side M&A

Full-service representation through negotiation, diligence, and closing.

Learn More

Clean Room™

Buy-Side M&A

Before You Enter Exclusivity, Get Clarity

Your LOI is the foundation of the deal.

We’ll help you understand it, strengthen it, and negotiate it — so the rest of the process goes smoothly.

Schedule A Free Consultation