Attorneys and Accountant for LOI

July 17, 2025

by a searcher from Northwestern University - Kellogg School of Management in San Diego, CA, USA

Looking to draft an LOI. Would love your feedback on a couple of questions. 1. I am assuming it is smart to engage with an attorney for the LOI since my deal will have some non-standard terms. But, without knowing if the business financials will successfully get through due diligence, how much do you all budget for it (I am talking about 300-400K EBITDA)? 2. Also, I am considering managing the price/valuation by myself (since I am comfortable doing preliminary due diligence) without an accountant and bring in after execution of LOI. How does everyone go about it regarding getting an accountant at this point?

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Reply by an intermediary
from Harvard University in Los Angeles, CA, USA

After 45+ deals I disagree with all of the other comments. If this is your first time or it is a complicated deal, then hire an M&A attorney who has at least 5-10 years experience. One reason to do so is that the LOI sets the groundwork for everything to follow. Another reason is you want to make clear what is binding between you and seller and what are just suggested terms. For example, you want 60 days exclusivity as a commitment from the seller. On the other hand, you think $4M is a fair price but it is subject to due diligence and Q&A. After a couple of acquisitions especially if it is in the same industry then you can fly solo.

Reply by a professional-accounting
from San José State University in Los Angeles, CA, USA

You probably don’t need an attorney or accountant for the LOI if it is a straightforward deal. Just make sure to include the purchase price, terms, and key factors in the LOI. Once that’s finalized, you can hire an attorney to draft the purchase agreement. I also recommend hiring a CPA to assist with due diligence—at minimum, reviewing the past three years of financial data and conducting some analysis. I’ve been involved in due diligence for several acquisitions and would be happy to help if you need support. I’m also happy to set up a quick call to go over what items to ask about during due diligence.

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