LOI Review Lawyer for Business Sellers
Noffke Law reviews letters of intent for business sellers before they sign - because the LOI sets the economic and negotiating framework for the entire deal. We flag what actually matters: price, structure, payment timing, exclusivity, working capital, rollover equity, earnouts, restrictive covenants, and which provisions are already binding.
Why the LOI Matters More Than It Looks
Many sellers treat the LOI as non-binding and sign quickly. But the LOI anchors price expectations, grants the buyer exclusivity, and frames every negotiation that follows. Concessions made here are hard to claw back later.
Binding vs. Non-Binding Terms
Even a "non-binding" LOI usually contains binding provisions - exclusivity (no-shop), confidentiality, and expense allocation. We identify exactly what you are committing to before you sign.
Economic Terms to Scrutinize
Price, structure, payment timing, working-capital targets, rollover equity, and earnouts all shape your actual proceeds. We translate the LOI's economic signals into what they will likely mean in the definitive agreement.
Exclusivity and Timeline
Exclusivity periods take you off the market while the buyer conducts diligence. We help you negotiate a reasonable window and milestones so a stalled buyer can't indefinitely tie up your business.
Frequently Asked Questions
A seller should review price, structure, payment timing, exclusivity, confidentiality, diligence scope, working capital, rollover equity, earnouts, restrictive covenants, and which provisions are binding. The LOI often sets the economic and negotiation framework for the entire deal.
Ready to Work Together?
Let's discuss how Noffke Law can become a trusted extension of your team with strategic, practical legal counsel that protects value and drives growth.