letters of intent require more than ‘good faith’

generic business letter of intent

fourteen provisions to include.

by marc rosenberg
cpa firm mergers: your complete guide

letters of intent should be drafted cautiously and with as much detail and precision as possible. this avoids potentially fatal misunderstandings or disagreements around key terms later in the process.

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an loi is too often seen as a non-binding jumping-off point, with no real consequences. this is not exactly true. for starters, an attempt by one party to change a material term in the loi can be characterized by the other party as an act of bad faith or a breach of trust, which can

  • derail an otherwise healthy merger,
  • give a party excessive or unwarranted leverage or
  • reopen the entire negotiation.