casemark/letter-of-intent-loi
skills/legal/letter-of-intent-loi/SKILL.md
Drafts U.S. corporate transaction Letters of Intent (LOI) for mergers, acquisitions, investments, and strategic alliances. Separates non-binding intent from enforceable obligations and defines deal structure, key economics, and closing path. Use when converting deal terms into a preliminary transaction document. Trigger keywords: "LOI", "letter of intent", "M&A LOI", "merger term sheet", "no-shop", "exclusivity", "deal letter".
$ install --global
skillsauthnpx skillsauth add casemark/skills letter-of-intent-loiInstall this skill globally with one command. Works with Claude Code, Cursor, and Windsurf.
Security Scan Results
3 of 9 scanners reported clean
Some scanners were skipped, did not run, or reported a non-clean status. Review each row below.
3
Scanners Passed
9
Scanners in report
Clean
TrivyContainer and dependency vulnerability scanner
95%
Clean
SemgrepStatic code analysis for vulnerabilities
95%
Clean
mcp-scan (Snyk)Model Context Protocol security validation
95%
Skipped
Snyk (dep)Open source security scanning
50%
Skipped
Socket.devSupply chain security analysis
50%
Skipped
VirusTotalMulti-engine malware detection
50%
Skipped
CrowdStrikeAdvanced threat intelligence
50%
Skipped
OSV-ScannerOpen Source Vulnerability database check
50%
Skipped
OWASP Dep-Check
50%
Last scanned: Sep 3, 2026, 3:49 AM159.5s1 file scanned
SKILL.md
- name:
- letter-of-intent-loi
- language:
- en
- description:
- >-
- preliminary transaction document. Trigger keywords:
- LOI", "letter of
Letter of Intent (LOI)
Drafts a transaction LOI that advances execution while preserving negotiating flexibility. Default posture: non-binding except explicitly designated provisions.
Prerequisites
- Party identities, entity forms, and governing jurisdictions.
- Transaction type and structure (asset sale, stock sale, merger, investment, JV, option).
- Agreed economics: price, payment schedule, earn-outs, escrows, caps.
- Timeline: signing target, exclusivity window, diligence period, closing date.
- Conditions precedent and responsibility allocation (regulatory, financing, consents).
- Binding vs non-binding designation for each term set.
- 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.
Related Skills
casemark/medical-records-gap-analysis
tools
VerifiedTrustedCommunity
Audits the complete in-scope medical-record universe in a litigation matter and produces an attorney-facing, Bates-cited analysis of treatment gaps, missing records or providers, baseline coverage, material billing or production mismatches, and complaint evolution. Use when asked to find missing medical records, analyze treatment gaps or first-care timing, identify absent providers, assess whether a production is complete, or prepare a records-request target list. Use medical-record-chronology instead when the primary request is a chronological clinical narrative.
40SKILL.mdUpdated Sep 3, 2026
casemark/private-placement-memo
development
VerifiedTrustedCommunity
Drafts a legally compliant Private Placement Memorandum for Regulation D offerings (Rule 506(b)/506(c)), covering full disclosure framework including risk factors, capitalization, securities terms, use of proceeds, and investor qualification requirements. Enforces SEC anti-fraud compliance under Section 10(b)/Rule 10b-5, blue sky law considerations, and accredited investor verification under Rule 501. Use this skill when drafting PPMs, offering memorandums, Reg D disclosure documents, or private offering circulars for issuers raising capital from sophisticated investors. Also trigger when the user mentions private placement disclosure, offering memorandum, Reg D fundraising, or accredited investor verification. Even if the user just says "PPM" or "draft our offering memo," use this skill.
40SKILL.mdUpdated Apr 17, 2026
casemark/privacy-law-updates
data-ai
VerifiedTrustedCommunity
Generates structured privacy and data protection law briefings across US, EU, UK, and other jurisdictions. Organizes by jurisdiction with compliance deadlines, enforcement actions, and legislative changes. Use when preparing privacy law briefings, compliance updates, regulatory change summaries, or data protection landscape reviews.
40SKILL.mdUpdated Apr 17, 2026
casemark/prior-art-summary
testing
VerifiedTrustedCommunity
Generates structured summaries of prior art references for patent prosecution, validity analysis, and freedom-to-operate assessments. Maps disclosures to claim elements with precise citations. Use when summarizing prior art, analyzing patent landscapes, mapping references to claims, or preparing office action responses.
40SKILL.mdUpdated Apr 17, 2026