Dos and Don’ts of the LOI 2025

In June 2025, we hosted a webinar in collaboration with Acquiring Minds, where we discussed how to make your LOI stand out, avoid common pitfalls, and address critical issues such as working capital, inventory, non-compete agreements, stock versus asset purchases, and licensing for trades.

Question Timestamps

  • 12:41 What happens if the number comes in higher after diligence? Would I have to pay more?

  • 34:48 Could you talk about your fee structure? What are your flat fees, how are they determined, and how does that work?

  • 36:46 Do you push back hard, or can you redline their document? As long as you can make edits and have your attorney review and redline it—and if they accept those—is that acceptable?

  • 38:34 My only follow-up was about the quality of the LOI. Someone asked: what if it’s a standard one, like from the California Business Brokers Association (CBBA)? Since it’s likely market-tested, is that acceptable?

  • 40:11 When sellers or their brokers agree on all terms except exclusivity during the diligence period, is there any other way we can persuade them?

  • 43:34 What are typical market terms for exclusivity periods and due diligence periods?

  • 45:23 What’s a standard timeline you could expect for a seller to sign your LOI? Any tips for encouraging progress if you haven’t received it back yet?

  • 47:11 Do you think a buyer in the audience could use your LOI template without having a lawyer review it?

  • 48:37 What about using your LOI template in combination with ChatGPT?

  • 52:22 I’d love to hear your thoughts on forgivable seller notes as an alternative to earn-outs in SBA deals. How common are they? Do they limit which banks will work with you? Should they be tied to revenue only, or to both revenue and margins?

  • 55:26 Here’s a clarification question: while the LOI isn’t legally binding, certain clauses—like exclusivity—are. Could you elaborate?

  • 56:04 In an asset sale, is there a way to structure compensation for a seller who wants to keep working beyond 12 months, while still complying with SBA limitations?

  • 58:44 We’re talking about what might be known as side letters or side agreements—something the SBA or SBA lenders might not know about, or shouldn’t know about. These sometimes violate SBA rules. Isn’t this explicitly prohibited under the new rules, which say “no side letters,” even if that feels redundant?

If you need further assistance or are in the process of negotiating a letter of intent, contact us at info@barlowwilliams.law and we will be happy to discuss your situation.

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