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Letters of Intent in Business Transactions


Letters of intent frame the material terms of business and commercial transactions.

They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point.

There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.

This program provides a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.

  • Drafting effective letters of intent in transactions
  • Purposes of letters, timing, relationship to diligence, exclusivity
  • Substantive terms v. process terms
  • Indemnity, hold back and limitation of liability provisions
  • Termination of a letter and survival of certain provisions
  • Understanding the point at which letters of intent may become enforceable


  • Stephanie Molyneaux

    Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters. Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions. Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.

    Click here for more information about Stephanie.

December 13, 2022
Tue 1:00 PM EST

Duration 1H 0M

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