The LOI is not the final deal. It is more like a handshake on price and core terms, while definitive agreements create the legally binding structure of the transaction.The focus shifts from headline economics to risk allocation, including representations, warranties, indemnification, escrows, working capital, and earnouts.Sellers should expect multiple transaction documents, including the purchase agreement, employment or transition agreements, non-compete and non-solicit provisions, disclosure schedules, and sometimes escrow or lender-related documents.An M&A advisor should protect deal momentum and economics, while legal counsel should focus on legal exposure. Letting attorneys drive business negotiations can create delays and unwanted tradeoffs.Disclosure schedules require a major lift because they support the reps and warranties in the agreement and must fully disclose contracts, employee matters, vendor agreements, litigation issues, notices of termination, and other material business details.Closing day is often surprisingly anticlimactic when the deal has been well managed. Most signatures are already in place, wires are released, and the team confirms final execution and funding.Listen to Shoot the Moon on Apple Podcasts or Spotify.
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