What to Ponder Before Issuing a Letter of Intent

Generic business letter of intentThe difference between the first and second meetings.

By Marc Rosenberg and Peter Fontaine*
CPA Firm Mergers: Your Complete Guide

For now, let’s define the letter of intent as a written offer made by the buyer to merge in or acquire the seller. (A thorough definition is given later in this post.) It is a relatively short, simple, non-binding offer, subject to

  • further negotiations,
  • performance of due diligence and
  • a formal vote by the buyer’s partners.

MORE ON MERGERS: Want to Merge? Ask for Data | Merger Prep: Getting to Know You | One Times Fees Is a Steal! | The Merger Process in 21 Steps | Looking to Grow Your Firm? How to Find a Seller in Four Steps | 13 Ways to Screw Up a Merger | 15 Can’t-Skip Merger Terms to Decide | 14 Keys to a Successful Merger | Mergers 101: When Negotiations Aren’t Really Negotiations | 5 Steps to Take Before Merging

Before the LOI Is Prepared

The first meeting was the “get-to-know- you” meeting. The purpose of this meeting was simply to introduce each firm to the other, give each a chance to “kick the tires,” get a feel for the personality and style of the other and to share some very basic information, all of which is designed to help each firm decide if they wish to go to the next stage.

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Peter Fontaine

R. Peter Fontaine is founder and managing partner of NewGate Law. NewGate provides legal and risk management services exclusively to the accounting industry. Peter has served as chief legal counsel for accounting firms for nearly two decades. Before launching NewGate, he was general counsel at McGladrey. He was also a partner and assistant general counsel at Arthur Andersen, where he managed the legal support for its global assurance and business consulting practices. Peter has extensive experience in mergers and acquisitions, partnership and employee agreements, professional standards, regulatory matters, international firm operations, and litigation and risk management. He can be reached at pfontaine@newgatelaw.com.

About the Author

Peter Fontaine, a CPA Trendlines expert authoris the founder and managing partner of NewGate Law. Before launching NewGate in 2012, he was the general counsel at McGladrey and assistant general counsel at Arthur Andersen. Peter works exclusively with CPA firms. https://cpatrendlines.com/shop/cpat17mmwe/ He is also a contributor CPA Firm Partner Agreement Essentials and to the CPA Trendlines publication Making Mergers Work: Special Report [eBook]. https://cpatrendlines.com/shop/mr17pae/ He has served as chief legal counsel for professional services firms for more than two decades. Before establishing NewGate Law, Peter held the general counsel post at McGladrey LLP, and was responsible for the company’s legal, compliance, risk management, and government relations functions. Peter was also a partner at Arthur Andersen LLP, where he managed the legal support for its global business consulting practice. Prior to entering the accounting industry, Peter had a lengthy career at Maynard, Massachusetts based Digital Equipment Corporation, and was general counsel of its professional services division. Peter is an honors graduate of the College of the Holy Cross and the New England School of Law, both in the Boston area. Peter is a member of the American Bar Association, Association of Corporate Counsel and American Institute of Certified Public Accountants. Peter’s areas of expertise include:
  • Accountancy regulation
  • Acquisitions & divestitures
  • Employment and partnership matters
  • Litigation management
  • Corporate governance
  • Enterprise risk management
  • Intellectual Property
  • International transactions
  • Marketing
Peter can be reached at pfontaine [@] newgatelaw.com.Click here for more by Peter Fontaine