Board minutes: appoint director

When do I use this document?

• for a proposed transaction involving the sale of a standalone company
• where the target company is owned by a number of shareholders
• to set out the principal agreed terms for the transaction on a non-legally binding basis
• as a preliminary step before preparing long form agreements
• to save time and future discussion and negotiation on the transaction documents

What are the key features?

• comprehensive letter of intent covering aspects such as:
  • principal sale terms
  • shareholdings of the sellers
  • various consideration options, including upfront consideration at closing, deferred consideration, earnout consideration and completion accounts adjustment
  • conditions for the transaction
  • principal terms of the Share Purchase Agreement
• transaction process and timetable
• legally binding provisions addressing:
  • exclusivity for the buyer for a defined period (if agreed)
  • confidentiality of the letter of intent
  • costs
  • governing law and jurisdiction

What other documents are available?

For alternative forms of letter of intent for a company sale transaction, see:

• Letter of Intent Share Purchase Single Seller Single Company
• Letter of Intent Share Purchase Single Seller Group
• Letter of Intent Share Purchase Multiple Sellers Group