Attorneys and Accountant for LOI

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by a searcher from Northwestern University - Kellogg School of Management
in San Diego, CA, USA

11mos ago

Attorneys and Accountant for LOI

Looking to draft an LOI. Would love your feedback on a couple of questions. 1. I am assuming it is smart to engage with an attorney for the LOI since my deal will have some non-standard terms. But, without knowing if the business financials will successfully get through due diligence, how much do you all budget for it (I am talking about 300-400K EBITDA)? 2. Also, I am considering managing the price/valuation by myself (since I am comfortable doing preliminary due diligence) without an accountant and bring in after execution of LOI. How does everyone go about it regarding getting an accountant at this point?

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reply by an investor 11mos ago
from McGill University in San Diego, CA, USA

Getting the LOI right—especially when non-standard terms are involved—is crucial. The LOI frames the transaction and is your best opportunity to lock in key protections like exclusivity, price subject to due diligence, and other critical terms (earnouts, seller notes, working capital adjustments) that prevent surprises later. You can absolutely start with a template or draft using ChatGPT, but I would recommend having a seasoned M&A attorney review and finalize it. The upfront legal cost is minor compared to the risk of a poorly constructed LOI. As for hiring an accountant pre-LOI—generally unnecessary. At this stage, your main focus should be ensuring the LOI explicitly states that price is subject to diligence. Many searchers take seller-provided numbers at face value and apply a multiple to reach a ballpark enterprise value. That’s fine for LOI purposes. The deeper financial analysis generally comes after signing the LOI.

reply by a professional 11mos ago
from American University in Irvine, CA, USA

Hi, Jay: I agree with the other attorneys here. There are portions of an LOI which are enforceable and need to be drafted in a protective manner for you. These would include confidentiality, no-shop and other similar clauses, not to mention the essential business terms which set the stage for the definitive documents, and can save a lot of time and money in the long run. My firm would also be delighted to help you out, and should be able to get an LOI completed for you in 1 to 2 hours. Feel free to DM me here, or email me at redacted