LOI Agreement Services
A letter of intent is the blueprint for your entire acquisition, not just a placeholder for a contract. It is the only document that stands between you and a seller who changes the price once they see your bank statement.
Types of Deals We’ve Closed
LOIs Built for the Closing Table
Most attorneys treat the LOI as a non-binding formality. We treat it as the most important page in your deal because it sets the ceiling for your negotiation.
You get a lawyer who has actually signed these documents as a buyer and a seller. We know which “standard” clauses look harmless but actually leave your capital exposed to seller whims.
What We Review
Every deal is different, but these components determine whether your transaction holds up through closing. We build these into your agreement to ensure you keep the leverage.
Purchase Price & Payment Terms
The price isn’t just a number, it’s how you pay and what stays in the business. We define the range and the cash-free/debt-free expectations early.
We handle:
Preliminary purchase price and range
Cash vs equity split mechanics
Earnout benchmarks and calculation rules
Escrow and holdback percentage terms
Seller note interest and duration
Working Capital Peg
The wrong peg turns a good deal into an immediate cash drain. We set the calculation method before the seller can manipulate the numbers.
We handle:
Target working capital definitions
Inventory valuation and audit rules
Accounts receivable aging exclusions
Seasonal adjustment period formulas
Closing date adjustment mechanics
Exclusivity & No-Shop Clauses
You can’t afford to run full diligence while the seller is still taking other calls. We use more than a handshake agreement to lock the deal down.
We handle:
Exclusivity period duration and extensions
No-shop and no-talk restrictions
Termination fee triggers and amounts
Ordinary course of business covenants
Remedies for breach of exclusivity
Diligence Access & Timeline
Vague timelines lead to “deal fatigue” and seller cold feet. We define the access you need to verify every claim the seller made.
We handle:
Financial and tax record access
Site visit and employee interview rules
Customer and vendor contact protocols
Third-party specialist audit windows
Data room requirements and deadlines
Key Conditions to Closing
The deal doesn’t happen just because you want it to. We list the specific hurdles that must be cleared for the wire to clear.
We handle:
Financing and lender approval hurdles
Third-party consent and lease assignments
Key employee retention agreement requirements
Regulatory and license transfer conditions
Final board or partner approvals
Binding vs. Non-Binding Terms
Most of the preliminary agreement is non-binding, but the parts that matter most have to hold up in court. We make sure every clause is clear on what’s enforceable and what isn’t.
We handle:
Confidentiality and non-disclosure obligations
Fees and expenses allocation rules
Governing law and venue selection
Survival of binding deal provisions
Termination rights for both parties
Employment & Non-Compete Terms
If the seller opens a shop across the street, your investment is worthless. We set the non-compete boundaries before the purchase agreement is even drafted.
We handle:
Non-compete duration and geographic scope
Non-solicitation of clients and staff
Seller transition service period requirements
Post-close employment or consulting roles
Intellectual property and trade secret protection
Transaction Structure & Tax
Stock deals and asset deals hit your taxes in completely opposite ways. We lock in the deal structure from Day 1 — before ambiguity becomes expensive.
We handle:
Asset vs stock purchase selection
Tax election and treatment expectations
338(h)(10) or similar election terms
Allocation of purchase price principles
Liability assumption and exclusion boundaries
Our M&A Team
Every deal is led by attorneys and advisors who have bought, grown, and sold businesses themselves.
Dave Sterrett, Esq.
Founder, Lead Attorney
Dave Sterrett is an entrepreneur-turned-attorney with 20+ years of experience and $100M+ in closed M&A deals. He’s built and sold businesses himself, so he knows what’s at stake on both sides of the table.
Danielle Pezzimenti
Director of Due Diligence
With a background in securities, financial planning, and real estate, Danielle approaches due diligence with the eye of an advisor. She identifies risk and gives buyers the clarity to make confident decisions.
Testimonials
“Working with Sterrett Law during my business acquisition was an absolute game-changer. Dave and his team took care of every detail—from legal due diligence to all the paperwork—so I could stay focused on the big picture. They were super supportive, kept me in the loop at every stage, and were flexible enough to adapt to any last-minute changes. If you’re an entrepreneur looking to buy a business, I can’t recommend them enough. They truly understand the ins and outs of the process and make you feel confident every step of the way.”
Sofia Quintero
“I can’t say enough good things about Dave and his team. Dave was a trusted advisor and confidant in addition to an attorney. He has a knack for getting to the important matters, is conscientious of client needs, and comprehensive. His integrity and demeanor also make him very easy to work with.”
Zain Akbari
“Dave and his team made the buying process as smooth as possible for my first business purchase by going above and beyond what was expected and his rates were the best I found. Definitely give these guys a go for any business acquisitions.”
Phil Stringer
“Wish I could give 6 stars. Dave and his team were incredible partners in my acquisition and went above and beyond the scope of duty. Very experienced, very trustworthy, very responsive, very reasonably priced.”
Ilan Cohen
GET IN TOUCH
Don’t sign an LOI that leaves you exposed. Submit your details below, and our team will contact you within 24 hours.
Other SMB Services
Buying or selling an SMB is one of the biggest decisions you will make. Legal Dealmakers provides M&A legal services for both buyers and sellers, combining deep transaction experience with firsthand knowledge of what it takes to run and exit a business.