Due Diligence Checklist Before You Sign a Letter of Intent

Many business owners treat the letter of intent as a formality on the way to the “real” negotiation. In practice, the LOI sets the framework — timeline, exclusivity, and key deal terms — that the rest of the transaction builds on.

Before a client signs an LOI, we review corporate records, material contracts, outstanding liabilities, and any pending disputes that could affect valuation or deal structure. Catching an issue during this stage is far less costly than discovering it during final due diligence, when both sides have already invested significant time and legal fees.

If you are considering a sale or acquisition, loop in counsel before you sign anything — even a “non-binding” letter of intent.

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