Signed a Letter of Intent?
Ensure Your Headline Price Becomes Realized Value.
LOI Risk Review for founder-led sell-side transactions typically between $10M and $100M. Once exclusivity begins, leverage shifts through timing, economic structure, and disciplined communication. Small missteps during this phase can materially affect realized proceeds.
What This Review Is Designed For
This review is designed for founders who:
Have signed an LOI within the last 30 days
Are under exclusivity
Are preparing for or entering diligence
Want a focused assessment before leverage shifts further
Many founders seek a structured second review after signing to ensure headline terms align with realized outcomes before diligence accelerates. This engagement is appropriate only for active, post-LOI transactions.
What We Focus On
1. Timing Leverage
Once exclusivity begins, leverage often shifts through pace and sequencing.
Delays, unmanaged tempo, or poorly structured diligence flow can materially affect negotiating posture.
2. Purchase Price Adjustments
Headline price often differs from realized proceeds based on working capital mechanics and adjustment structures.
Early calibration reduces avoidable erosion.
3. Earnout Structure
Earnout terms must align with operational realities and post-closing control dynamics.
Misalignment at this stage creates avoidable exposure later.
4. Communication Discipline
Structured communication through lead counsel and a designated seller representative reduces avoidable concessions and preserves clarity during diligence. Deal value is protected not only through drafting but through disciplined execution.
What You Receive
Within 48 business hours of receiving your executed LOI:
A personalized 8–12 minute video review highlighting the issues most likely to affect realized value
Clear identification of timing, structural, and communication risks
A scheduled Live LOI Risk Review to discuss next steps
This is a focused, fixed-scope engagement designed to provide clarity without disrupting your current deal timeline.
Representative Matters
Advised founder in ~$24M private equity transaction where working capital language would have reduced realized proceeds absent pre-APA adjustment.
Structured communication protocol in ~$38M strategic sale to prevent back-channel concessions during diligence phase.
Identified timing leverage risk in ~$17M founder-led exit where buyer-driven delay strategy was affecting negotiating posture.
(Additional representative matters available upon request.)
Our Focus
We represent a limited number of founder-led sell-side transactions each quarter to ensure disciplined execution during critical deal phases. Our M&A practice is primarily focused on sell-side representation for founder-led companies. We accept a limited number of buy-side engagements in niche circumstances, typically for long-standing clients.
Process
1. Schedule your LOI Risk Review.
2. Submit payment and your executed LOI within 24 hours to confirm.
3. Receive your personalized video within 48 business hours of LOI receipt.
4. Attend your LOI Risk 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 second review after signing an LOI to ensure that headline terms align with realized outcomes before diligence advances. This review is structured to provide clarity without disrupting existing advisory relationships.
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 Risk Review is a standalone engagement. There is no obligation to retain us for full representation. If you do engage us within 14 days, the $2,000 fee is credited.
6. What if I have not yet signed the LOI?
This review is designed for executed LOIs. If you are earlier in negotiations, you may contact us separately to determine whether a different structure is appropriate.
Fixed Fee
$2,000 Flat Fee
Credited toward full representation if engaged within 14 days. This offer is intended for sell-side representations after execution of a Letter of Intent, typically for transactions between $10M and $100M in enterprise value.