In January 2025, we hosted our first webinar of the year in conjunction with Acquiring Minds. We discussed the key basics you need to begin your search, and then reviewed an LOI template that we released to attendees as part of the session. If you would like a copy of the LOI template, click the button below.
Question Timestamps
- 6:30: Do I need to set up a legal entity right away? How do I do it?
- 7:41: A lot of people ask, “Well, what type of legal entity do I set up?”
- 8:24: Where should I form an entity?
- 09:28: When I do form an entity, will that also be the entity—not just the vehicle that I perform my search in, but also the receptacle for the business that I buy? So, am I forming the entity that will also be the go-forward business entity under my ownership?
- 10:12: If your position is that forming an entity for a self-funded search is not necessary, then at what point is the trigger to form the entity?
- 12:04: Are these online, point-and-click LLC or corporate entity services reliable? I mean, I guess those services steal business from attorneys like you, so maybe you don’t love them, but are they basically fine?
- 14:10: Should I choose Delaware or not? There are other supposedly advantageous states—Wyoming, Nevada—which I see mentioned here in the questions. Can you spend another minute on thinking that through or what people should consider?
- 18:20: There are a couple of questions about your caveat on NDAs. If you intend to do a roll-up or are in the middle of one, what language do you need to be careful of? Especially if, as someone points out, I’m not doing a roll-up today, but in three years, I might want to acquire another business in my industry—how should I think about avoiding signing something that could later be used to accuse me of violating the NDA?
- 20:21: Say I have investors and I want to talk about a deal with them—are they covered under the NDA? Am I violating the NDA? How should I think about that?
- 23:46: When should I talk to a lawyer?
- 26:37: When shopping for attorneys, what’s more important—SMB horizontal experience or industry vertical experience?
- 34:26: Sorry, was that a multiple to the exclusion of an actual purchase price?
- 35:08: Having only a multiple—does that make sense? Someone is asking, “You wouldn’t have just a multiple; there has to be an absolute dollar amount,” right?
- 49:13: We’ve got a lot of questions about binding vs. non-binding terms in the LOI. Classically, as you just said, Bill, the LOI is non-binding, so you’re not committing absolutely. But can you elaborate? Is there anything binding in it, or is everything actually non-binding? Say more, please.
- 51:58: What is the market standard for the exclusivity period?
- 52:57: Can we use your LOI template even if we’re not your client, or is there some sort of commitment required to use it?
- 54:05: As a best practice, should searchers put their LOI into DocuSign or a similar platform? This is a very tactical question—why don’t these tools have more traction? Why isn’t everyone just using DocuSign to take away the pain of signing PDFs manually?
- 56:27: A couple of questions about you guys—so you mentioned that you like to engage with searchers before they send the LOI, just in case. Is there a pre-LOI consultation cost if a searcher wants you to review their template before they send it?
- 0:59:39: What do you see in the market for earnest money provisions?
- 1:01:30: When we talked about exclusivity earlier, your answer focused on the seller—that the seller can’t have the business on the market and must work exclusively with the buyer during the exclusivity period. But is there an exclusivity requirement for the searchers and buyers? Can they have multiple LOIs out and multiple conversations in parallel?
- 1:05:40: Guys, where are you located?
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.