The LOI and Due Diligence: What to Expect

The Letter of Intent (LOI)

A mostly non-binding document setting price, structure, and timelines, with binding confidentiality and exclusivity. It signals serious intent and starts the diligence clock.

Due diligence checklist

Financial statements and tax returns, customer and supplier contracts, licences and permits, employee agreements, litigation, and asset ownership. Use a secure data room to share documents and track access.

Common deal structures

Asset purchase vs share purchase, earnouts, and seller financing (vendor take-back). Each has tax and liability implications — involve a lawyer early.