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I'd take a stab at drafting the LOI yourself but have a M&A lawyer review before you submit.

Sharing pre-LOI allows your lawyer to spot target-specific issues that may need to be addressed by the LOI. Just make sure your NDA is clear that, as the receiving party, you are permitted to share confidential information with your representatives or advisors (lawyers and accounts are typical examples of such advisors).

Agreed with ^[redacted]‌. Generally, share CIM with your lawyer pre-LOI to get their help in drafting the LOI. For CPAs, it could be pre- or post-LOI. In the past, to see if there are any extremely obvious things that jump out, I've done a quick run through of the CIM or financials before being engaged. Most of those instances were post-LOI.

Awesome thanks ^[redacted]‌ ^[redacted]‌ ^[redacted]‌ ^[redacted]‌. Appreciate it!

It's always recommended for first-time Buyers to talk to M&A counsel before submitting an LOI as it is difficult to negotiate new protections/accomodations for the Buyer after the LOI has been agreed. Convincing a seller that you didn't talk to counsel beforehand and therefore you missed an issue is going to be a credibility issue. That said, on smaller deals or where you are trying to keep costs down, you may be OK without it as long as you built in some flexibility into your LOI and have someone with deal expertise (doesn't have to be a lawyer) giving you advice.

I'll address your question from a legal perspective (full disclosure - I'm a lawyer). While I certainly don't think it's necessary to run every aspect of a potential deal past legal counsel, a lot of it depends on your relationship with your attorney. If you have a trustworthy attorney that isn't going to milk every possible billable hour from you, I think a good practice is to run everything by him or her and discuss whether it makes sense to have an extensive review or even to edit the CIM.

It's not a common practice, but I personally think more attorneys should offer a reasonable flat-free review for documents like a CIM/NDA, or whatever you want to call it. If you're working with an attorney already, propose it. If you're shopping, ask if that's an option. A CIM shouldn't take an experienced lawyer very long to read through for any wild red flags, which is what I imagine you're having a lawyer read it for in the first place. A few hundred bucks AT MOST should get the job done, and I'd imagine if you propositioned it right, a lot of attorneys would do it for cheap (or free) in hopes of getting to work the deal.

If you don't fully trust your attorney to bring a practical approach to preliminary documents like LOIs or CIMs, then ask around the M&A space to find one (commercial bankers and accountants are a good starting point - I'm more hesitant about counsel recommended by brokers).

I always encourage searchers to send me the CIM or financials pre-LOI to help bring some of those potential deal killers from a financial perspective to the forefront . I would be more than happy to take a look at your current opportunity. If interested, please send me an email [redacted]

Chris, for both legal and financial, as early as practicable to identify potential red flags. Happy to chat and/or review your deal: [redacted]

One of the mistakes inexperienced buyers often make is waiting to engage professionals until late in the process, usually to save money. That is why it is important to establish relationships with key professionals - accountants, lawyers, I-bankers if you are going to use them to help raise capital, etc.. If you have a relationship and they know you will use them when a deal happens, they will usually review a CIM and provide help on an LOI either for free or cheaply. Remember, you are going to have to live with most of what is in the LOI and live without what isn't.