[{"data":1,"prerenderedAt":99},["ShallowReactive",2],{"insight-en-letters-of-intent-what-they-actually-commit-you-to":3},{"id":4,"title":5,"body":6,"date":86,"description":87,"extension":88,"image":89,"meta":90,"navigation":91,"path":92,"seo":93,"stem":94,"tags":95,"__hash__":98},"insights_en\u002Finsights\u002Fletters-of-intent-what-they-actually-commit-you-to.md","Letters of Intent: What They Actually Commit You To",{"type":7,"value":8,"toc":79},"minimark",[9,13,18,21,44,48,51,55,58,70,73],[10,11,12],"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.",[14,15,17],"h2",{"id":16},"the-parts-that-bind-immediately","The parts that bind immediately",[10,19,20],{},"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:",[22,23,24,32,38],"ul",{},[25,26,27,31],"li",{},[28,29,30],"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.",[25,33,34,37],{},[28,35,36],{},"Confidentiality."," Obligations around diligence materials typically survive even if no transaction closes.",[25,39,40,43],{},[28,41,42],{},"Expenses and break fees."," Some letters allocate costs — or impose a fee — if a party withdraws outside agreed conditions.",[14,45,47],{"id":46},"the-parts-that-bind-in-practice-if-not-in-law","The parts that bind in practice, if not in law",[10,49,50],{},"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.",[14,52,54],{"id":53},"before-you-sign","Before you sign",[10,56,57],{},"Three questions worth answering with counsel before signature, not after:",[59,60,61,64,67],"ol",{},[25,62,63],{},"Which provisions are expressly binding, and for how long?",[25,65,66],{},"What does exclusivity actually restrict — negotiations, solicitations, or mere discussions?",[25,68,69],{},"What happens to diligence materials if the transaction does not proceed?",[10,71,72],{},"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.",[10,74,75],{},[76,77,78],"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":80,"searchDepth":81,"depth":81,"links":82},"",2,[83,84,85],{"id":16,"depth":81,"text":17},{"id":46,"depth":81,"text":47},{"id":53,"depth":81,"text":54},"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":5,"description":87},"insights\u002Fletters-of-intent-what-they-actually-commit-you-to",[96,97],"M&A","Corporate","di_oLaSNVHIAoi1rPMtlYHp_zLDBPdBfOCbTRLTPO9c",1789125402367]