LOI
AND
SPA
Our Experience in LOI & SPA
The LOI sets the framework: price range, structure, exclusivity, timeline.
The SPA defines the outcome: final purchase price, representations & warranties, earn-out rules, liability limits.
Both documents decide not only value but risk.
LOI & SPA Negotiation Process
Step-by-Step Guidance
Structured & Secure
• Drafting LOIs with flexibility and exit options
• Negotiating exclusivity & break fees
• Structuring SPA for tax efficiency
• Designing earn-out mechanisms that truly protect sellers
• Tailoring reps & warranties to minimize exposure
• Aligning closing conditions with operational reality
Every clause is tested against real scenarios—not just legal theory.
The strongest position is before exclusivity is granted. We ensure your LOI captures value upfront—so the SPA is a confirmation, not a re-negotiation.
Deals slip when key issues are deferred. We tackle them early: purchase price, earn-out models, liability caps, tax structures. This way, closing is smoother, faster, and safer.
Defensive & Offensive Strategies
Every negotiation is about balance—we protect you without losing momentum.
Legal & Commercial Alignment
We bridge lawyers, tax experts, and strategy to deliver an executable deal.
Clarity & Transparency
We explain implications in plain language—no hidden traps.
Closing Certainty
From LOI signature to SPA signing—we secure not only the deal but your peace of mind.
