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Common Binding Terms in a Letter of Intent

Negotiating a contract can be a messy process. Parties often need to engage in several rounds of back-and-forth negotiation to find a mutually satisfactory deal, and many details are not settled until...

Pre-emptive Rights – Who Do They Benefit?

What is a Pre-emptive Rights Clause? Pre-emptive rights clauses can protect existing shareholders from the dilution of their proportionate holdings, and is a type of protection sought by founders a...

Blog Bite: Can a non-binding letter of intent ever trump the existence of a definitive agreement?

This article posted on our partner site Mondaq.com examines the surprising decision in IHAG-Holding, A.G. v. Intrawest Corporation, where the terms of a letter of intent were enforced instead of t...

Blog Bite: Mergers & acquisitions – what are the legal obligations of a non-binding letter of intent?

This article posted on our partner site Mondaq.com considers a parties obligation to reach a definitive agreement despite a letter of intent (LOI) that states that the intent was non-binding. An a...

Blog Bite: What is the nature of transaction letters of intent?

This article posted on our partner site Mondaq.com explores the nature of transaction letters of intent or (LOI's). An LOI is typically used as the first step of a deal and should briefly outline ...

Blog Bite: When is a letter of intent binding?

This article posted on our partner site Mondaq.com highlights how important it is for parties to clearly state their intentions when drafting a letter of intent (LOI). Parties may intend for an LO...

Blog Bite: Letters of intent, binding or non binding?

This article posted on our partner site Mondaq.com illustrates how a letter of intent (LOI) can be interpreted as either binding, or non-binding on both parties. To avoid drafting a legally bindin...

Blog Bite: How Do I Negotiate a Share Purchase or M&A?

This article posted on our partner site Mondaq.com contextualizes the role of the letter of intent in the negotiation process, orders the series of events that take place in most negotiations invo...

Blog Bite: How Do I Conduct Due Diligence in a Share Purchase or M&A?

This article posted on our partner site Mondaq.com  After a term sheet in an asset or share purchase deal is signed, the parties will usually commence "due diligence". This article posted on our ...

Letter of Intent / Investor Term Sheet

Letter of Intent / Investor Term Sheet   What is this document? A Letter of Intent (often referred to as an LOI) or an Investor Term Sheet is a document that is often used between a pote...

Liquidation Preference: Cashing Out

A liquidation preference is a commonly requested investor term. The idea around a liquidation preference is that the investor will receive their funds out of the business prior to the existing shareho...

What is the Difference Between a Contract and a Memorandum of Understanding?

What is the Difference Between a Contract and a Memorandum of Understanding? Although a memorandum of understanding can offer an alternative way to create relationships, it is important to consider h...

Legal Tips and Tricks: Deal Negotiations Using an LOI/MOU

  Often, companies will try to secure a Letter of Intent or Memorandum of Understanding (“LOI/MOU”; the two expressions are used interchangeably) from a potential contracting counter...

What legal documents are required to connect an inventor with an investor?

Startups depend upon funding, so preparing the right documents can help you obtain the funding you need. Due Diligence No matter what stage or type of funding is at hand, the biggest thing...

Legal Tips & Tricks: Negotiating an Agreement should Start with a Blank Page

When entering into an important contract, take the time to discuss with your business partners, advisors and legal counsel, to make sure that you are clear about your opportunities and risks.  In thi...

Anti-Dilution Clause May Prevent Company from Issuing Additional Shares

The representation that the company may issue additional shares in the future means that the company may dilute the shares of the subscriber at will. A subscriber who does not wish to give t...

Entering Into a Term Sheet is Hard Enough, Getting Out of One Can be Even Harder

As a company entering into a possible investment, when accepting an investor term sheet, consider the provisions relating to termination of that term sheet.  There’s nothing worse than being stuck ...

Legal Tips and Tricks: A Term Sheet Should Start with a Blank Page

Last Updated:  January 2018 When entering into an important contract, take the time to discuss with your business partners, advisors and legal counsel, to make sure that you are clear about your o...
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