Are you preparing to sell your business or exploring an acquisition? Understanding the Letter of Intent (LOI) is one of the most important early steps in any business transaction.

In this video, we explain what a Letter of Intent is, how it works in mergers and acquisitions (M&A), and what business owners need to watch for before signing. You’ll learn the difference between binding and non-binding provisions, how purchase price and payment terms are structured, and why exclusivity, confidentiality, and non-solicitation clauses matter.

We also break down:
• Asset purchase vs. stock purchase structure
• Due diligence following the LOI
• Exclusivity periods (and why buyers insist on them)
• What happens if the deal does not close
• How the LOI leads to the definitive purchase agreement

Think of the LOI as the engagement phase of a business sale — serious intent, but not yet a binding marriage.

If you're serious about maximizing value when you exit your company, understanding the LOI is critical.