Before you sign that LOI, we’ll review it for free.
A letter of intent (LOI) acts as the roadmap for your transaction—defining price, exclusivity, and key deal conditions.
Before you hit send, let our team review the language to spot hidden landmines, non-standard clauses, and missed opportunities. We’ll send back a short, plain-English summary of terms that matter most.
How it works
1. You send the LOI.
Fill out the short form at the bottom of the page telling us about your company, anything we should consider when reviewing, and any specific questions you have. Upload the LOI for us to review.
Although submitting the form and LOI will not create a formal attorney-client relationship between us, we will keep the proposed transaction and the terms in the letter confidential.
2. We review.
We first run a conflict-of-interest check to ensure that we can review the LOI. If there are any issues, we will let you know as soon as possible.
We review the LOI and prepare a short written summary of the terms that need attention. For more information on our review process, see the What we look for section.
3. You decide what happens next.
After you receive our feedback, you can use the issues we flagged to start a conversation with the buyer and determine whether you want a lawyer involved before you sign.
If it makes sense for you to have a lawyer represent you during the deal, we are happy to discuss a formal engagement, including what that would involve and the associated costs.
What we look for
What is binding
Most of the terms of an LOI are non-binding, but some sections can be enforced against you the moment after you sign. We point those out.
Exclusivity
How long you are locked out of talking to other buyers, and what the buyer has to do to keep that protection.
Price and how you get paid
Cash at closing, compared with seller notes, rollover equity, and holdbacks. The proposed price is generally subject to a working capital adjustment—we’ll review how that is defined and what it assumes.
Whether the deal is an asset sale or an equity sale, and what that means for liabilities, taxes, and contracts that need to be assigned.
Deal structure
Non-compete and transition
How long and how far you are restricted after closing, and what the buyer expects from you during the handoff.
Conditions and timeline
Financing conditions, due diligence scope, and the reasons the buyer could walk away.
What makes us different:
Our firm
✓ Flat-fee, milestone-based pricing. We charge at fixed milestones at the beginning, middle, and end of a deal. If the deal doesn’t close, you aren’t responsible for the total flat fee.
✓ Responsiveness. We reply same-day or within 24 hours.
✓ In-house tax counsel. Corporate and tax counsel sit under one roof (literally), so tax considerations are built-in from day one.
✓ Business is our focus. We only advise on businesses and transactions.
✓ We use AI as a tool to speed up review and drafting, but we carefully review every output, document, or email that gets sent out.
✓ Big Law training focused on M&A transactions, with the care and attention of a boutique firm. We don’t have paralegals or associates, so you’ll work with us directly on every aspect of the transaction.
Other firms, typically
✘ Hourly billing. The total cost is open-ended, depending on how long it takes the lawyer, and if the deal doesn’t close after hundreds of hours of work, you’re still on the hook to pay.
✘ Not responsive. Can take days or even weeks to respond.
✘ External tax advisors. Information is relayed between separate firms, adding time, cost, and risk of miscommunication.
✘ Generalists. Advise on everything under the sun: family law, criminal defense, personal injury, and business issues.
✘ Reliant on AI with no legal judgment, or just humans with slower turnaround and higher costs.
✘ Either one or the other: Big Law without the personal attention or a boutique without the Big Law training.
FAQs
Is it really free?
Yes. The initial review costs nothing and you are under no obligation afterward. If you want us to negotiate the LOI on your behalf, draft or review the purchase agreement, or help you navigate through the sale, we would be happy to discuss a formal engagement between you and our firm. We would explain our role and legal fees before you agree to anything.
Will you be my lawyer after I submit the LOI?
No. We represent you only after we have both signed a written engagement letter between you and our firm. Until then, treat our summary as general information and not as legal advice on what to do.
I already signed the LOI. Is it too late?
No. Send it anyways. Many LOIs are largely non-binding, and the purchase agreement is where most of the real terms get negotiated and finalized. We can still point out which parts of your LOI may already be binding and what to focus on next.
My letter has a deadline. What should I do?
Put the date in the form. We cannot promise a specific turnaround on the free review, so if a deadline is close, don’t let it pass while waiting on us. You can ask the buyer for more time or speak with a lawyer who has agreed to represent you.
What does the LOI review include?
A short written summary of the main terms and the ones that look unusual, one-sided or risky. Use the summary to start a conversation with the buyer or to determine whether you want a lawyer involved before you sign.
The summary should be treated as general information, not as legal advice or as a substitute for hiring a lawyer to represent you. We will not provide a line-by-line edit, and we will not give any opinions on whether you should sign the LOI, whether the price is fair, whether the buyer is a good fit.
Send us your Letter of Intent
If you’d like us to review your LOI, complete the form below with a few details about the company and proposed transaction. We'll review the letter and send you a short summary.