The ABA's Business Law Section recently published the second edition of its Model Stock Purchase Agreement with Commentary. This publication is the result of the efforts of a Task Force of the Section's Mergers and Acquisition Committee, charged with updating the Committee's seminal publication. It is intended for this publication to serve, among other things, as an invaluable training tool for practitioners and students looking to develop, and hone, their skills in the area of negotiated acquisitions.
Provided below is Ancillary Document B, as found in Volume II of this publication, dealing with the topic of letters of intent as part of the acquisition process. These materials include two illustrative letters of intent, with the first (and more comprehensive) of the two containing useful commentary. The commentary is an especially useful feature, as it presents the viewpoints of both Buyer and Seller, offering insight into the positions and possible strategies of each party. The fact pattern on which these model letters of intent are based is consistent with the fact pattern reproduced below which applies to the Model Stock Purchase Agreement.
Please click on these links to access the letters of intent and the fact pattern: