Bell Nunnally Associate Matthew J. DeWitte authored the article “Win the Deal Before It Starts: Why the LOI Stage Is the Most Underrated Legal Lever in M&A” for the Association of Corporate Counsel (ACC) Dallas-Fort Worth Chapter newsletter. The piece examines how early legal involvement during the letter of intent (LOI) stage of a middle-market M&A transaction can help parties clarify deal economics and structure, preserve leverage and reduce unnecessary negotiations later in the process.

DeWitte notes that while LOIs are often treated as high-level business documents designed to move a transaction forward quickly, ambiguities at this stage can become more difficult and expensive to resolve once exclusivity begins, diligence is underway and a purchase agreement is being negotiated. He writes, “A good LOI should reduce the number of times someone says, ‘That is not what we agreed to.’”

The article explores several issues parties should consider at the LOI stage, including which provisions are binding, purchase price mechanics, transaction structure, regulatory and third-party consent considerations and exclusivity. DeWitte also discusses how early involvement of M&A counsel can help identify these issues before positions become entrenched, potentially reducing later rounds of negotiation and avoiding deal fatigue.

DeWitte concludes, “The LOI is not merely a preliminary document. It is the first meaningful opportunity to align economics, structure, process and expectations.”

To read the full article, please click here.