Letter · Mergers & Acquisitions / Private Equity
Non-binding letter of intent for a stock or asset purchase
Non-binding US letter of intent for a stock or asset purchase. Price, structure and conditions are an expression of interest only. Confidentiality, exclusivity if used, and governing law are the only binding terms.
- Kind
- Letter. A letter or email you adapt and send.
- Where it applies
- United States
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 3 authorities it cites, for United States.
- Version
- 1
- Source
- Written for this library
When to use it
Use when a buyer and a seller want to record the shape of a private acquisition before a purchase agreement, and neither side should be obliged to close. Do not use it as the purchase agreement, and do not use a binding exclusivity clause without a decision to be bound.
Used for these tasks
- Draft or redline the share or asset purchase agreement
- Screen the deal against the current merger-notification thresholds
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may fill price, structure and timing from an approved term sheet and mark which paragraphs are non-binding. The lawyer decides what is binding and whether the deal must be screened under the Hart-Scott-Rodino Act before anyone signs.
AI may
- Turn an approved term sheet into the non-binding terms of this letter
- List items in the term sheet that this letter does not yet mention
- Check party names and that the binding-terms clause names only the clauses the lawyer has marked
AI must not
- Must not describe the letter as an agreement to buy or sell
- Must not state that a Hart-Scott-Rodino filing is or is not required
- Must not add a break fee, a non-compete or a standstill
The lawyer checks
- The non-binding statement covers price, structure and the obligation to close, and the binding list is short and deliberate
- Hart-Scott-Rodino screening uses the current FTC published thresholds, not the unadjusted dollar figures printed in § 18a
- If the target is a Delaware corporation, board and stockholder paths are DGCL § 141(f) and § 228 only after the certificate and bylaws are read
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is available after you log in. It is free. When you log in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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All precedents for Mergers & Acquisitions / Private Equity · Tasks and AI use in this area