Letters of Intent in Business Transactions - 2018

Letters of intent frame the material terms of business and commercial transactions.  They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.  This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.

• Drafting effective letters of intent in transactions 
• Purposes of letters, timing, relationship to diligence, exclusivity
• Substantive terms v. process terms
• Indemnity, hold back and limitation of liability provisions 
• Termination of a letter and survival of certain provisions
• Understanding the point at which letters of intent may become enforceable

Speaker: Allen Sparkman, Sparkman Foote, LLP

NOTE: This program was originally produced as a telephone seminar and is available on demand in streaming audio. This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics or elimination of bias credit.