We just signed our LOI and the buyer is pushing for a closed-book, highly restricted exclusivity period while trying to stretch the due diligence window. How do we structure the LOI milestones and use our weekly meeting rhythm to keep them accountable?

Question

Tyler Smith · Accepted Answer

To prevent a buyer from locking you up and grinding down your valuation, you must treat the letter of intent as an active operational project. Never agree to an exclusivity window longer than forty-five days without hard, weekly milestones built into the agreement.

Establish the transaction as a high-priority operational Rock for your deal team. Your deal team should consist of your Visionary, your CFO, and your M&A attorney. Crucially, your Integrator must remain focused on running the business so your quarterly performance does not slip during the process.

Create a dedicated Level 10 Meeting for the transaction team. During this weekly meeting, use your scorecard to track key due diligence milestones, such as the delivery of the quality of earnings report, the completion of legal disclosure schedules, and the receipt of the first draft of the purchase agreement.

If the buyer misses a critical milestone, use the IDS process to resolve the block immediately. If they cannot provide a valid reason or refuse to resource their team properly, you have the operational data to threaten termination of exclusivity. Keeping a tight, structured rhythm proves to the buyer that you run a highly organized business and will not tolerate stalling tactics.