Letters of Intent

News & Analysis as of

Mississippi CON Report - October 2015

I. October 2015 – Mississippi Certificate of Need Meeting - During the October 29, 2015, Certificate of Need meeting, Dr. Mary Currier, State Health Officer, concurred with the health and planning staff analysis and...more

Superior Court Upholds Duty To Negotiate

This interesting decision upholds a claim based on the alleged duty to negotiate a contract in good faith. This confirms the need to be careful in wording letters of intent or you may be obligated for more than you were...more

Mississippi CON Report

I. September 2015 – Mississippi Certificate of Need Meeting - During the September 24, 2015, Certificate of Need meeting, Dr. Mary Currier, State Health Officer, concurred with the health and planning staff analysis...more

Expect Focus – International, Summer 2015

In This Issue: - TTIP’s Impact on U.S. and EU Trade Relations - Proposed Innovation Box Legislation - Justice Department Recovers Nearly $6 Billion From False Claims Act Cases in 2014 - Rules...more

Cross-Border Transactions and Letters of Intent

Many issues applicable to domestic mergers and acquisition transactions are also relevant in cross-border mergers and acquisitions. If you are a U.S. company buying or selling a company abroad, you will likely have both U.S....more

Brokers: Rely on Broker Statements at Your Peril

Alamo Group, LLC v. A & G Realty Partners, LLC (In re OSC 1 Liquidating Corp.), 529 B.R. 825 (Bankr. D. Del. 2015) – A purchaser of debtors’ lease designation rights filed a complaint in bankruptcy court against the debtors’...more

Can You Keep a Secret?

Most real estate deals begin with a letter of intent defining the principal terms of the deal, the only enforceable paragraph of which is an agreement to keep the transaction strictly confidential. Prior to the start of due...more

Federal Small Business Set-Aside Contracts When Selling or Buying a Business

In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller,...more

M&A: How to Maximize Your Return When Selling Your Business

As a family or private business owner, you know how to sell your product or service. But do you know how to sell the company itself? Selling a business that has been built over the years is emotional and stressful, and for...more

Letter of Intent: A Seller’s Friend or Foe?

For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years...more

LOIs are nothing to LOL about: A primer on letters of intent

Letters of Intent can be minefields. On the one hand, business people want to use them to tie up a deal. On the other, they don’t want to be bound by them if they want to walk away. As one court explained, “It is a common...more

SEC Files Another Offering Fraud Case

Offering fraud has long been a staple of SEC enforcement. SEC v. Baldwin, Civil Action No. 2:15-cv-00458 (D. UT. Filed June 25, 2015) is one such action, centered on the acquisition of two defaulted loans, collateralized by...more

Letters of Intent: What Do They Really Do?

A construction project usually contains a web of contractual relationships, such as between owner-contractor, contractor-subcontractor, subcontractor-supplier, owner-architect, architect-engineer, and so forth. To make things...more

The Netherlands: Dutch authority signs LoI with authority Isle of Man

Last Wednesday, the director of Supervision Commission Isle of Man and the director of the Dutch Games of Chance Authority (“KSA”) have expressed their intention to join forces by signing a Letter of Intent (“LoI”)....more

Real Estate: An Introduction to Leasing For Start-Ups

Now that you have decided to rent “real” space and pay rent to a landlord in an office building, what are the basic terms you need to know about? Whether you are doing “desk sharing” or a more formal lease, focus on five...more

(US) Is your Letter of Intent binding in Maryland? It might be.

You may want to use caution in drafting a Letter of Intent because a court may find it binding even if that was not your intent. On January 27, 2015, the Court of Appeals of Maryland entered a finding that a letter of intent...more

Letter of Intent to Participate in Next Generation ACO Model is Due May 1, 2015

In a press release dated March 10, 2015, the CMS Innovation Center announced what it called the Next Generation ACO Model. For health care providers, this opens a new opportunity for developing an integrated model of care. ...more

Mississippi CON Report

In this issue: - February 2015 – Mississippi Certificate of Need Meeting - Certificate of Need Program Report – Filings/Reports Since January 2015 - A. Letters of Intent to Change Ownership - B....more

Stock and Asset Sales: Preliminary Agreements

Prior posts discussed the basic advantages and disadvantages of structuring a sale of a business as a stock sale or an asset sale, as well as the initial considerations in agreeing to structure a sale as an asset purchase. ...more

Letters Of Intent In Construction Project Negotiations

Anyone who works in the construction industry knows how important it is for everybody to have the same understanding about the terms of a project, including the materials needed, deadlines to be met, and the procedure for...more

Probationary Medicaid RCOs – How Do Physicians Respond Without Subjecting Themselves to Potential Criminal And Civil Liability?

There are now eleven organizations across the State of Alabama that have been granted probationary certification as Medicaid Regional Care Organizations or “RCO”s. Physicians have begun receiving notices from some of these...more

Selling Your Company: The Letter of Intent

One of the first steps in the sale of your company will be entering into a Letter of Intent. In order to avoid drafting lengthy documents and spending time and money on attorneys unnecessarily, you should be certain that the...more

When To Use Letters of Intent In Buying a Restaurant

Letters of intent can be confusing. Are they contracts? Are they binding? When should they be used? It’s important to know when to use letters of intent because they can be valuable tools that can save time and money. We...more

Two Ways to Use Your Letter of Intent to Lock up a Deal – Maybe, For Good!

Letters of intent (LOI) are routinely used after business people have reached some degree of common ground on a potential deal. Sometimes an LOI comes very early on, before the parties know whether an ultimate agreement is...more

ev3, Inc. v. Lesh, C.A. No. 515, 2013 (Del. Sept. 30, 2014)

In this en banc Memorandum Opinion, the Supreme Court reversed the Superior Court’s denial of the defendant-below’s motion for a new trial following a jury verdict and remanded the case for a new trial. The Supreme Court...more

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