How to Reduce Risk in Closing Your Deal | The LOI cover art

How to Reduce Risk in Closing Your Deal | The LOI

How to Reduce Risk in Closing Your Deal | The LOI

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Sam Rosati and Kevin Henderson explore the legal work stream in small business acquisitions and how buyers can reduce deal risk from letter of intent through closing. The conversation addresses why so many deals fall apart after LOI despite strong financials, focusing on the specific legal provisions and negotiation tactics that either protect or jeopardize a transaction. Henderson emphasizes that friction, not just time, kills deals, and that clarity on contentious terms early in the process significantly improves closing rates. They discuss: - Why working capital, indemnification caps, and seller note terms must be addressed in the LOI, not deferred to later negotiation - How information asymmetry and broker incentives can push buyers to leave critical terms vague, creating costly problems post-LOI - The binding power of exclusivity provisions and why most reimbursement clauses are difficult to enforce in practice - Tactical approaches to document negotiation, including the value of issues lists and direct seller-buyer conversations outside of legal markups This episode on Main Street Deals offers practical guidance for searchers and small business buyers navigating the legal complexities of acquisitions without unnecessary costs or deal-breaking surprises. SMB Law Group combines decades of experience with a modern approach to help small and medium business buyers, sellers, and searchers reach their legal and deal goals. Learn more: https://smblaw.group/ Connect: Eric Pacifici — https://www.linkedin.com/in/eric-b-pacifici/ Kevin Henderson — https://www.linkedin.com/in/khendersonco/ Sam Rosati — https://www.linkedin.com/in/sam-rosati-68787a8/
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