# Letter of intent review
> Source: https://legalcode.md/skills/legalcode-letter-of-intent-review | [HTML version](https://legalcode.md/skills/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.

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.

This skill reviews letters of intent, memoranda of understanding, term sheets, heads of terms, and agreements in principle for corporate transactions. It identifies provisions that are binding versus non-binding, flags enforceability risks where nominally non-binding language may create legal obligations, and evaluates alignment between LOI terms and market-standard definitive agreement provisions. **Covers:** - Binding vs. non-binding provision identification with enforceability risk scoring - Unintentional binding obligation detection (estoppel, part performance, conduct) - Exclusivity / no-shop / no-talk covenant analysis (scope, duration, carveouts) - Break-up fee and reverse break-up fee review (market benchmarks, trigger events) - Confidentiality obligation analysis (scope, duration, residuals, standalone vs. integrated) - Conditions precedent assessment (satisfactory due diligence, financing, regulatory) - Expense allocation review (reliance damages risk, pre-signing cost allocation) - Governing law and dispute resolution analysis - Gap analysis: key provisions missing before the LOI is signed - GREEN / YELLOW / RED classification with confidence scoring - Actionable redlines with fallback positions - Negotiation strategy with Tier 1/2/3 prioritization - Glass Box audit trail for traceability **Does not:** - Draft new LOIs, term sheets, or heads of terms (see drafting-specific skills) - Provide legal advice or replace qualified M&A or transaction counsel - Perform financial, ...

## Jurisdictions

Global



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