Front-End Documents in M&A: Drafting Confidentiality Agreements, Letters of Intent, and Exclusivity Agreements
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Wednesday, June 18, 2025
- schedule Time
1:00 PM E.T.
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will provide M&A counsel with guidance in negotiating and drafting confidentiality agreements, letters of intent (LOIs), and exclusivity agreements. The panel will discuss how these front-end documents set the stage for due diligence and definitive agreements in M&A transactions. The discussion will be based in part on the ABA model forms.
Mr. Williamson practices in the areas of business, corporate, and securities law, with a focus on mergers and acquisitions. He serves as Co-Chair of the firm’s Mergers & Acquisition Team. He has experience representing both public and private companies and private equity funds in various corporate transactions, including mergers, acquisitions, public and private offerings, tender offers, and debt financings.
Ms. Trueper’s practice focuses on business transactions involving alternative entities, including limited liability companies, partnerships (limited and general) and statutory trusts. She provides guidance to clients in all aspects of the operation of alternative entities, including advising on their formation, governance, reorganization, contract interpretation, fiduciary duties and dissolution. Prior to joining the firm, Ms. Trueper practiced in the Delaware office of a Silicon Valley-based law firm where she advised a variety of clients, including founders, investors and public and private companies, on matters of Delaware law relating to fiduciary duties, M&As, corporate restructurings, equity issuances and financings and formation, winding up and liquidation of limited liability companies and partnerships.
Before proceeding with due diligence and providing confidential information, the seller will want assurances that the information it provides will remain confidential and not be used in a competitive manner. Confidentiality agreements can be complex; the ABA model form is instructive as to the critical terms to consider.
Negotiating an M&A transaction is time consuming and costly for both the buyer and seller and can be disruptive to the seller's management of its daily operations. An LOI allows the parties to initially confirm there are no "deal-breaker" issues and determine whether there is a basic agreement on key terms.
The LOI should address the proposed structure of the transaction (i.e., stock sale, merger, asset sale), purchase price and form and timing of payment (i.e., cash, stock of the buyer, seller note), indemnification provisions, key closing conditions, and how transaction expenses will be allocated between the parties, among other terms. The ABA model form offers a good starting point for negotiation. Either as part of the LOI or pursuant to a separate exclusivity agreement, the buyer also will want assurance that the seller deals only with the buyer until the transaction is concluded.
Listen as our authoritative panel discusses confidentiality agreements, LOIs, and exclusivity agreements and the role of each in facilitating due diligence and a final agreement to the M&A transaction.
- Front-end concerns in M&A
- Confidentiality agreement
- Letter of intent
- Exclusivity agreement
The panel will review these and other key issues:
- What is the best way for a seller to protect its confidential and proprietary information in an M&A process?
- What level of detail should be included in an LOI, and what obligations, if any, should be binding?
- What is an appropriate term for an exclusivity agreement, and how does it drive the timeline for the diligence process?
