M&A Stories April 5, 2026 Letters of Intent (LOI) in lower middle market M&A ($5 million to $50 million) are common. Usually, the parties set out the terms of the deal but agree that they will only be binding upon…
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A Letter of Intent Can Save a M&A Seller from Inadvertently Creating a Verbal Agreement to Sell the Business
M&A Stories April 2, 2026 It is very common for the owner of a lower middle market private company (worth $5 million to $50 million) to sign a “nonbinding” letter of intent (LOI) with a prospective buyer. There may be…
M&A Stories – The “No Obligation” Illusion: A Delaware Reality Check
M&A Stories February 6, 2026 A “no obligation” clause in your letter of intent seems like clear protection – you’re not bound until you sign the definitive purchase agreement. But for sellers whose deals are governed by Delaware law, adding…
Posted in express duty to negotiate in good faith, letter of intent Tagged with: Business Sale, deal negotiation, Delaware law, letter of intent, LOI, lower middle market, M&A advisors, M&A legal mistakes, NDA, no obligation clause, non-binding agreements, obligation to negotiate in good faith, pre-closing risk, seller legal risk, SIGA Technologies, term sheet
NO DUTY TO NEGOTIATE IN GOOD FAITH FOR TEXAS BUYER: A LESSON FROM M&A DEAL GONE AWRY
The buyer signs a nonbinding letter of intent to acquire a business. The deal never closes. A Texas intermediate appellate court finds that a prospective buyer owed the seller no duty of good faith and fair dealing. M&A Stories October…
COURT RULES BUYER NOT BOUND BY SELLER’S REVISIONS TO LOI IN M&A DEAL
Read about a recent court case involving LOI revisions in an M&A deal where the buyer was found not to be bound by the seller’s additional terms. Learn the importance of clarity in LOIs and avoiding disputes in business transactions.…
Posted in letter of intent, signing LOI with revisions by signer Tagged with: Business law updates, Business Transactions, Buyer and seller negotiation, Contractual obligations in acquisitions, Counteroffer, Dispute resolution in M&A, Letter of Intent (LOI) material revisions, LOI clarity and agreement, M&A deal court case, M&A legal blog, Private business deals
Buyer’s Ability to Solicit Seller’s Employees Despite Letter of Intent
Explore the legal complexities surrounding a buyer’s ability to approach seller’s employees despite a Letter of Intent (LOI) in business acquisitions. Understand the case of American Mortgage & Equity Consultants, Inc. v. Everett Financial, Inc. and key factors affecting the…
Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding Tagged with: American Mortgage & Equity Consultants, binding provisions, Business acquisitions, Inc., Inc. v. Everett Financial, Legal Disputes, letter of intent, LOI legal implications, M&A legal blog, modified signed draft as counteroffer, nonbinding clauses, soliciting employees
Seller Claims Confidentiality Breach Costs It $12.7 Million in M&A Case
Explore the legal repercussions of a breach of confidentiality in an M&A deal. Learn from the Cargotec Corporation v. Logan Industries case and the potential pitfalls sellers face when sharing sensitive information with potential buyers. M&A Stories January 8, 2019…
Posted in damages, diminuation of value, lost profits, nondisclosure agreement, nondisclosure provision, strategic acquisition, strategic acquisition Tagged with: Appellate court decision, Cargotec Corporation v. Logan Industries, Confidentiality clause in M&A, Confidentiality risk in due diligence, Legal battle in M&A, Loss in M&A deal, M&A case study, M&A confidentiality breach, Offshore equipment acquisition, Seller's legal rights
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