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.