When you are asked “Hi – it’s been fun to date. Will you marry me?” you usually don’t expect the person asking the question to say “Oh – and it’ll only happen if my mother says it is ok.” (although I expect this happens occasionally, especially if the person asking hasn’t had enough therapy.) Buyers […]

As my body recovers from my recent marathon, my brain turns back to Letters of Intent. Jason and I left you hanging for a while in our Letter of Intent series – we plan to tromp to the finish line in the next few weeks. In an effort to mix metaphors, while Jack Bauer tries […]

It’s been a while since Jason and I wrote an entry for our Letter of Intent series.  Yesterday, as I read through a confidentiality agreement that I had been asked to sign, I was inspired to address another typical part of an LOI – the dreaded confidentiality / non-disclosure agreement. While venture capitalists will almost never sign these […]

Jason and I continue our Letter of Intent series with one of our “favorite” clauses (sarcasm intended). The escrow is another hotly negotiated term that often is left ambiguous in the LOI. The escrow (also known as a “holdback”) is money that the buyer is going to hang on to for some period of time to satisfy any […]

Well – the first business day of the year is officially over.  Apparently Yahoo just rejected an offer from Microsoft for $80 billion because it wasn’t enough.  My guess is that Microsoft forgot to include the “!” in Yahoo! and pissed someone off (the “!” has got to be worth at least $20 billion.)  I […]

It’s been a little over a month since Jason and I wrote posts for our Letter of Intent series. We took a time out for our 409A series and for actually selling two companies (Commerce5 to Digital River and another that hasn’t been disclosed yet) rather than writing about selling companies. This is the first time […]

I had the following conversation recently. Entrepreneur: “Brad, I just got an offer for my company for $15 million from Company X.”Brad: “Awesome.  Who’s Company X – I’ve never heard of them.”Entrepreneur: “It’s a private company funded by Venture Firm Y.”Brad: “Cool – $15 million – is it a cash deal?”Entrepreneur: “No, it’s all stock.”Brad: […]

While price is usually first issue on every seller’s mind, structure should be second. While there only two types of deals (asset deal vs. stock deal), there are numerous structural issues surrounding each deal. Rather than trying to address all the different issues, Jason and I decided to start by discussing the basics of an […]

Jason and I have engaged in a little foreplay with you in our Letter of Intent series.  While you might think the length of time that has passed since my last post is excessive, it’s often the length of time that passes between the first overture and an actual LOI (although there are plenty of situations […]