casemark/letter-of-intent-loi

Letter of Intent (LOI)

Drafts a transaction LOI that advances execution while preserving negotiating flexibility. Default posture: non-binding except explicitly designated provisions.

Prerequisites

1. Party identities, entity forms, and governing jurisdictions.
2. Transaction type and structure (asset sale, stock sale, merger, investment, JV, option).
3. Agreed economics: price, payment schedule, earn-outs, escrows, caps.
4. Timeline: signing target, exclusivity window, diligence period, closing date.
5. Conditions precedent and responsibility allocation (regulatory, financing, consents).
6. Binding vs non-binding designation for each term set.
7. Known constraints: antitrust, sector regulations, board/lender approvals.

Output Structure / Process

Produce an audit-ready LOI in business-letter format using this sequence.

1) Intake Validation

• [ ] Party names and addresses complete.
• [ ] Transaction purpose stated in one unambiguous sentence.
• [ ] Economic terms fully defined and internally consistent.
• [ ] Timeline mapped to conditions precedent.
• [ ] Definitive documents identified (SPA, merger agreement, ancillaries).
• [ ] Binding clause set explicitly chosen by user.
• [ ] Governing law and jurisdictional basis confirmed.

2) Clause Matrix

| Section | Required? | Binding? | |---|---|---| | Date / Parties / Purpose | Yes | Non-binding | | Transaction Overview | Yes | Non-binding | | Principal Terms (price, structure, adjustments) | Yes | Non-binding unless stated | | Conditions Precedent | Yes | Non-binding | | Definitive Agreement Process | Yes | Mixed | | Exclusivity / No-Shop | Optional | Usually binding | | Confidentiality | Optional/Yes | Usually binding | | Expenses / Costs | Optional | Usually binding | | Liability Limitation / No-Action | Optional | Usually binding | | Governing Law / Disputes | Yes | Binding | | Signatures / Counterparts | Yes | Binding |

3) Drafting Rules

• Always include a plain-language binding-effect section with an enumerated list of binding carve-outs.
• Include no-liability clause for failure to close and good-faith negotiation language for definitive agreements.
• Keep conditions precedent objective, verifiable, and assigned to a responsible party.
• Do not embed tax opinions; use a placeholder for tax allocations.
• Definitive agreement controls if conflict with LOI.

4) Template Skeleton

[Date]
[Party A Name]
[Party B Name]

RE: Letter of Intent – Proposed [Transaction Type]

[Opening: parties + transaction purpose]

1. Transaction Overview
2. Transaction Structure
3. Principal Terms
4. Conditions Precedent
5. Binding Commitments (Confidentiality / Exclusivity / Costs / Governing Law)
6. Definitive Agreements and Timeline
7. Termination and Liability
8. Miscellaneous (integration, notices, counsel, no assignment)
9. Signature Blocks

5) Quality Gate

• [ ] Defined terms consistent throughout (Transaction, Closing Date, Effective Date, CPs).
• [ ] All amounts specify currency, basis, and payment schedule.
• [ ] Non-compete references included only if jurisdictionally supportable and requested.
• [ ] Public-company-sensitive language flagged with compliance review placeholder.

Guidelines

• Use clean drafting style; avoid overcommitment language in non-binding portions.
• Do not omit remedies for breach of expressly binding clauses.
• If existing NDA is signed, state LOI is supplemental and preserve NDA hierarchy.
• For regulated sectors, add counsel review notes on approvals and filing requirements.
• For cross-border transactions, flag foreign-law and conflict-of-laws risk.
• If anti-circumvention concern exists, add carve-outs and enforcement language for exclusivity.