Letter of intent (LOI) advisory for M&A transactions

The LOI defines your deal before you sign it

Every M&A deal starts with a letter of intent (LOI), the first binding step that shapes valuation, exclusivity, and closing success.

At dups, we help you structure, draft, and negotiate LOIs that protect leverage, define deal logic, and accelerate closing. Our integrated team of legal and financial advisors ensures your LOI reflects both the economic and legal dimensions of your deal, so there's no disconnect between what's agreed in principle and what's signed later.

Why the LOI matters more than you think

The LOI is often underestimated. It looks simple, but it sets the tone for everything that follows: valuation, timeline, and negotiating power.

A weak or ambiguous LOI can cause valuation drift during diligence, scope creep and endless renegotiations, loss of leverage through poor exclusivity wording, and confusion over deal structure or liabilities. Our job is to get your LOI airtight and aligned before you commit to exclusivity or disclose sensitive data.

Our LOI advisory approach

1. Strategic framing

We start by clarifying what you want from the transaction: Are you optimizing for price, control, or speed? Do you need flexibility for future earnouts or rollover equity? What's your negotiation leverage? This context shapes how the LOI should be written and where to hold firm.

2. Legal and financial structuring

Our dual team ensures every LOI term connects to the real economics of your deal: purchase price definition (cash, equity, earnout, seller note), key assumptions behind valuation, deal structure (share vs. asset deal), governance, employment and retention terms, and exclusivity, confidentiality, and breakup fees. We translate your strategy into clauses that protect you now and make later documentation faster and cleaner.

3. Negotiation and redlines

We draft or review your LOI and handle redlines directly with the counterparty or their advisors. We focus on securing clarity, fairness, and flexibility while avoiding legal traps that slow due diligence.

4. Pre-due diligence readiness

Before signing exclusivity, we verify what's ready for diligence and what needs cleanup (financials, contracts, corporate docs). This ensures a smooth transition from LOI signed to due diligence launched.

LOIs across deal types

Fundraising (investment LOIs and term sheets)

Investment structure, valuation and cap table impact, convertible or equity terms, governance and investor rights, and founder vesting or anti-dilution clauses.

Buy-side acquisitions

Indicative offer and valuation framework, deal structure (share vs. asset purchase), exclusivity and access rights for due diligence, and key conditions precedent.

Company sale and exit (sell-side)

Indicative offers review and LOI negotiation, buyer qualification and competing offers, earnout or rollover design, and confidentiality and post-closing protection.

What makes dups different

Most M&A LOIs are negotiated between financial advisors and lawyers who don't talk. At dups, we merge both into one conversation, one process.

Financial and legal integration: your valuation logic and legal structure align perfectly. Deal experience on both sides: we've written and received hundreds of LOIs and know what's market and what's risky. Pragmatic execution: we strip out unnecessary complexity while locking in protections that matter. Speed and precision: we help you sign the right LOI fast, without losing leverage.

Your LOI becomes a strategic lever, not just a step in the process.

Key deliverables

We produce transaction-ready LOI materials:

• Drafting or review of M&A letter of intent (LOI)
• Financial modeling of proposed terms
• Negotiation memo and trade-off scenarios
• Legal redlines and clause benchmarking
• Exclusivity and confidentiality structure
• Pre-diligence readiness check

Every deliverable is designed to protect your leverage, clarify your deal structure, and ensure smooth progression from LOI to closing.