[{"data":1,"prerenderedAt":100},["ShallowReactive",2],{"insights-list-en":3},[4],{"id":5,"title":6,"body":7,"date":87,"description":88,"extension":89,"image":90,"meta":91,"navigation":92,"path":93,"seo":94,"stem":95,"tags":96,"__hash__":99},"insights_en\u002Finsights\u002Fletters-of-intent-what-they-actually-commit-you-to.md","Letters of Intent: What They Actually Commit You To",{"type":8,"value":9,"toc":80},"minimark",[10,14,19,22,45,49,52,56,59,71,74],[11,12,13],"p",{},"Few documents in a transaction are as misunderstood as the letter of intent. Sellers often treat it as a handshake on paper; buyers sometimes treat it as an option to walk away. Both readings are wrong — and the difference is usually decided by language the parties barely negotiated.",[15,16,18],"h2",{"id":17},"the-parts-that-bind-immediately","The parts that bind immediately",[11,20,21],{},"Most letters of intent state that they are non-binding, then carve out provisions that are expressly binding. The carve-outs are where the real commitments live:",[23,24,25,33,39],"ul",{},[26,27,28,32],"li",{},[29,30,31],"strong",{},"Exclusivity."," A no-shop clause can take your business off the market for sixty to ninety days. If the deal collapses on day eighty-five, that time is gone.",[26,34,35,38],{},[29,36,37],{},"Confidentiality."," Obligations around diligence materials typically survive even if no transaction closes.",[26,40,41,44],{},[29,42,43],{},"Expenses and break fees."," Some letters allocate costs — or impose a fee — if a party withdraws outside agreed conditions.",[15,46,48],{"id":47},"the-parts-that-bind-in-practice-if-not-in-law","The parts that bind in practice, if not in law",[11,50,51],{},"Price and structure in a letter of intent are usually non-binding. But renegotiating them later carries a cost: the letter sets the anchor for everything that follows. A buyer who signs at one number and re-trades at another must justify the gap, and a seller who accepts a vague structure early will find that vagueness resolved against them in the definitive agreement.",[15,53,55],{"id":54},"before-you-sign","Before you sign",[11,57,58],{},"Three questions worth answering with counsel before signature, not after:",[60,61,62,65,68],"ol",{},[26,63,64],{},"Which provisions are expressly binding, and for how long?",[26,66,67],{},"What does exclusivity actually restrict — negotiations, solicitations, or mere discussions?",[26,69,70],{},"What happens to diligence materials if the transaction does not proceed?",[11,72,73],{},"A well-drafted letter of intent narrows the space for later disputes. A poorly drafted one creates them. The hour spent reviewing it is routinely the highest-leverage hour in the entire transaction.",[11,75,76],{},[77,78,79],"em",{},"This commentary is provided for general information only and does not constitute legal advice. For advice on a specific situation, contact the firm.",{"title":81,"searchDepth":82,"depth":82,"links":83},"",2,[84,85,86],{"id":17,"depth":82,"text":18},{"id":47,"depth":82,"text":48},{"id":54,"depth":82,"text":55},"2026-08-14","A letter of intent is often described as non-binding. In practice, parts of it bind you from the moment you sign — here is how to tell which parts, and why it matters.","md",null,{},true,"\u002Finsights\u002Fletters-of-intent-what-they-actually-commit-you-to",{"title":6,"description":88},"insights\u002Fletters-of-intent-what-they-actually-commit-you-to",[97,98],"M&A","Corporate","di_oLaSNVHIAoi1rPMtlYHp_zLDBPdBfOCbTRLTPO9c",1789125402248]