Skill

legalcode-letter-of-intent-review

Review letters of intent (LOIs), memoranda of understanding (MOUs), term sheets, heads of terms, and agreements in principle for corporate transactions. Identifies binding vs. non-binding provisions, assesses enforceability risks from purportedly non-binding language, and flags provisions creating unintended binding obligations. Analyzes exclusivity and no-shop clauses (scope, duration, fiduciary-out carveouts, penalty for breach), break-up fees and reverse break-up fees (trigger events, market benchmarks, Takeover Panel inducement fee rules), confidentiality obligations (standalone vs. integrated, duration, residuals clauses), conditions precedent to closing (satisfactory due diligence risk, financing conditions, regulatory clearances), expense allocation (reliance damages exposure, culpa in contrahendo under civil law), and governing law provisions. Evaluates alignment between LOI terms and market-standard definitive agreement provisions. Produces gap analysis with recommended additions before signing. Classifies findings GREEN/YELLOW/RED with confidence scoring, Tier 1/2/3 negotiation priorities, and actionable redlines with fallback positions. Use for M&A transactions (strategic and financial sponsor), private equity acquisitions, joint ventures, real estate transactions, licensing platform deals, and any corporate transaction using a preliminary agreement before a definitive document. Covers US (Delaware and New York law), UK (English law, Takeover Panel rules), and EU/European transactions with jurisdiction markers. Supports buyer-side, seller-side, and advisor review.