Received a Letter of Intent to Sell Your Business?
Before You Sign, Know What You’re Locking In
A Letter of Intent (LOI) can look straightforward. It isn’t.
At this stage, key terms are already shaping how much you’ll actually receive, how much risk you retain after closing, and how much leverage you give up once you sign.
That’s where mistakes get locked in early.
What This Review Is Designed For
This review is designed for founders who:
Have received an LOI and are being asked to sign
Are still negotiating terms and deciding what to push on
Want to understand the real impact before entering exclusivity
Care about the outcome, not just getting the deal done
This is a focused, pre-signature review for active transactions.
The goal is simple: identify what matters now before it becomes harder or impossible to change later.
We routinely see founders give up leverage, accept avoidable post-closing risk, or anchor to pricing assumptions that don’t hold up under diligence.
What We Focus On
1. What You’re Actually Getting Paid — and When
The headline price is rarely the full story.
We break down how much is:
guaranteed at closing
subject to adjustment
deferred, contingent, or at risk
So you understand your real proceeds, not just the headline number.
2. What Risk You’re Taking After Closing
Earnouts, rollover equity, net working capital adjustments, current business structuring, and post-closing roles can shift meaningful risk back onto you.
We assess whether:
You have control over the outcomes that drive payment
Incentives are aligned
Expectations are realistically achievable
Because once you sign, you’re in a less advantageous position to renegotiate this structure.
3. Whether You’re Giving Up Leverage Too Early
Exclusivity changes the dynamic immediately. Once an LOI is signed, you lose the ability to create competitive tension, and the buyer often controls timing and process.
We help you understand what you’re trading away—and whether it’s worth it.
4. How Likely This Deal Is to Actually Close
Once signed, a well-positioned LOI can move a deal closer to closing by addressing financing risk, diligence exposure, and re-trading risk. The goal is to ensure any LOI signed carries minimal risk that the deal drifts, changes, or falls apart because of predictable issues that could have been fixed before signing.
What You Receive
Within 24–48 hours of receiving your LOI, you’ll have a clear view of what matters—and what doesn’t.
A targeted attorney review of your LOI
Focused on the provisions that actually affect value, leverage, and risk—not a generic markup.
A concise written breakdown you can rely on
Clear identification of the terms that will shape the outcome of your deal, in plain language.
Direct insight into where deals shift
We highlight the areas most likely to lead to renegotiation, value erosion, or misalignment later.
A live Deal Review Call
Walk through the findings, ask questions, and decide how you want to respond—before you sign.
Representative Matters
Advised founder in ~$32M private equity transaction where a rollover structure created unintended post-closing exposure absent pre-signature clarification.
Identified working capital assumptions in ~$41M transaction that would have affected realized proceeds if not addressed before LOI execution.
Advised the founder in ~$28M sale where exclusivity timing structure would have shifted negotiating leverage earlier than anticipated.
(Additional representative matters available upon request.)
Our Focus
We represent a limited number of founder-led sell-side transactions each quarter. Our work is focused on: Founder-led businesses, transactions involving experienced buyers, and situations where disciplined execution affects outcome. We do not operate as a volume practice.
This allows us to remain directly involved in the transactions we take on.
Process
Submit your details using the link on this page.
Using the e-mail confirmation provided, complete payment and submit the LOI.
Receive your written summary within 24–48 hours.
Schedule and attend your Deal Structure Review Call.
Appointments are tentatively reserved. Payment and LOI submission are required within 24 hours to confirm your review.
FAQs
1. Who will be providing this review?
Lenore Horton will be providing this review. With over 2 decades of experience representing businesses, Lenore Horton focuses on Corporate and M&A advisory for founders and business owners navigating acquisitions, exits, and strategic business transactions. She works closely with first-time buyers and sellers to help them understand deal structure, manage risk, and approach transactions with clarity and confidence. Known for her practical, straightforward style, Lenore combines legal strategy with real-world business insight to support informed decision-making at critical moments in a company’s growth.
2. What if I already have counsel?
Many founders seek a focused review from experienced deal counsel at this stage to ensure they fully understand the structure of the LOI before signing.
3. What if my transaction is slightly below $10M?
This review is designed primarily for founder-led transactions typically between $10M and $100M. If your transaction falls slightly outside that range but is active and aligned with this structure, you may still request a review.
4. How quickly will I receive the review?
Your personalized video will be delivered within 48 business hours of receiving your executed Letter of Intent, and at least 24 hours before your scheduled call.
5. What if I decide not to move forward with full representation?
The LOI Deal Review is a standalone engagement. There is no obligation to retain us for full representation. If you do engage us within 14 days, the $3,500 fee is credited.
6. What if I have already signed the LOI?
This review is designed for scenarios where an LOI is not yet signed. If you are further along in your negotiations, you may contact us separately to determine whether a different engagement is appropriate.
Fixed Fee
$3,500 Flat Fee
This offer is intended for sell-side representations before execution of a Letter of Intent, typically for transactions between $10M and $100M in enterprise value.