Negotiation & the LOI

Negotiation & LOI guides

What a letter of intent should lock down before you spend real money on diligence: exclusivity, working capital, non-competes, and the terms that most often stall a deal.

What an LOI should cover

The terms worth locking down in writing before you spend real money on diligence.

Exclusivity periods

What exclusivity actually commits the seller to, and how long is reasonable to ask for.

Working capital pegs

How the target gets set, how the true-up works, and why it belongs in the LOI, not just the purchase agreement.

Non-compete norms

Typical length and scope for a sale-of-business non-compete, and why it's treated differently than an employment one.

Common negotiation sticking points

The handful of issues that stall most deals, and how to tell which ones are worth walking away over.