Although we at Sunbelt recommend that all parties have an attorney review their documents, we have seen on some of our smaller transactions (under $3M) that they choose not to do so. The Asset Purchase Agreement, or even the Letter of Intent (LOI), needs to be reviewed by counsel. Intermediaries are not attorneys and not CPA’s. We have form contracts that have been written by attorneys; however every party’s situation is unique and may need certain language added in an addendum.

Letters of Intent, although not a legal and binding agreement, need to have most of the language that will be intended to be in the Asset Purchase agreement. You, as the Seller, do not want to get the LOI agreed to and the due diligence completed and then have the buyer come back with very different language and expectations. You, as a Seller, should always have the LOI reviewed prior to agreeing to the terms.

Don’t let the investment in an attorney stop you from being wise about this. It is just part of the transaction and is an expense that can be written off as part of the deal.