Review basics for M&A letters of intent

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This English page is prepared together with the Japanese article for readers who prefer English. LegalAgent is an AI Native Law Firm focused on corporate legal work, startup legal support, M&A support and practical legal outsourcing for modern companies.

Overview

This article explains how to review an M&A letter of intent, including exclusivity, due diligence, confidentiality, binding effect and negotiation process design.

Key points

• An LOI can shape the later deal even when many provisions are non-binding
• Exclusivity and due diligence access should be carefully scoped
• Binding and non-binding provisions should be clearly separated
• The LOI should preserve room to negotiate the definitive agreement

Practical perspective

In practice, this topic should be reviewed together with the transaction structure, internal approval flow, counterparty relationship, business priority and risk tolerance. Generative AI can support initial organization, comparison and drafting, but attorneys or the legal team should remain responsible for final legal judgment.