Every movie with a clean suit, lots of dead bodies and a stunt team that deserve more than just a round of drinks at the end of the day has had to live in the shadows of John Wick for the last ten years. The series hasn't just re-knighted Keanu Reeves as the king of action, but it also trained audiences to expect more and better from modern fight choreography. Now, things can't be sloppy. Suddenly, close-quarters combat had to be sharper, faster, stronger, and you had to feel the hits. Now though, a new Hong Kong action thriller is arriving with the kind of buzz that suggests the bar may have been raised again.

Ben Matthews1992 posted a photo:

1925 built Fowler T3 Roller No. 16392 (MB 8144) at the 2025 Shrewsbury Steam Rally.

SINGAPORE: Singapore workers are increasingly questioning whether their pay truly reflects their contributions, with a new survey showing that although many employees see their salaries as reasonable, far fewer are actually satisfied with what they earn.

According to Jobstreet by SEEK’s Salary Pulse: Singapore 2026 report released on Monday (May 25), Singapore recorded one of the lowest salary satisfaction levels in the Asia-Pacific region.

The job search platform surveyed 1,008 employees in Singapore aged between 18 and 64 from October last year to March this year. The findings revealed that nearly three-quarters of respondents believed their salaries were proportionate to their job responsibilities. However, only 37% said they were satisfied with their current pay.

The report noted that employees are no longer judging salaries based purely on income levels. Instead, workers are increasingly assessing whether their compensation reflects the value of their contributions, supports their desired lifestyle, and offers opportunities for career progression and advancement.

Even among employees who considered their salaries “reasonable,” dissatisfaction remained widespread. Seven in 10 respondents in this group still said they were unhappy with their compensation.

The survey also highlighted growing discomfort around salary negotiations. While one in two employees said they had asked for a pay rise, and 73% of them eventually received either a full or partial increment, confidence in initiating such conversations remained low.

Only 7% of respondents said they felt “very comfortable” asking for a raise. Women and junior employees were found to be the least comfortable when discussing salary increases with employers.

However, the findings suggested that experience improves confidence. Employees who had repeatedly negotiated for higher pay were generally more comfortable initiating future salary discussions.

Generational differences also emerged in how employees respond to dissatisfaction with pay. Younger workers were significantly more likely to reconsider their career paths if salary increments fell short of expectations.

Among Gen Z respondents, 29% said they would look for a new job if the pay rise was smaller than expected, while 25% of Millennials said the same. In comparison, only 20% of Gen X workers and 13% of Baby Boomers indicated they would consider leaving.

Younger employees were also more inclined to seek additional income streams outside their primary jobs. Six in 10 Gen Z respondents said they were considering starting a side hustle within the next 12 months.

The report also pointed to what it described as a “loyalty tax” in Singapore workplaces.

Although most employees received their latest pay increment from their current employer, workers who changed jobs were five times more likely to secure a significant salary increase of more than 10% compared with those who stayed with the same company.

More than one in five respondents also said they might leave their employer if their pay increment failed to meet expectations.

Jaslyn Koh, Head of Compensation and Benefits for Asia at Jobstreet by SEEK, said the issue was not necessarily that employees believed they were underpaid, but rather that they felt their efforts were going unrewarded.

She said many workers felt they were taking on greater workloads and responsibilities while remaining loyal to their organisations, yet were not seeing meaningful returns through higher salaries, promotions, or recognition.

This article (Very few Singaporeans are satisfied with their pay: Study) first appeared on The Independent Singapore News.

Chandana Witharanage posted a photo:

Macro Mondays - Textures
Less than 3"

Small section of a Vintage Fossilized Brain Coral

This is a natural white brain coral skeleton often used for nautical or coastal home decor. It is composed of a hard calcium carbonate skeleton secreted by marine polyps. These specimens are frequently found washed ashore on beaches or sourced from shallow tropical reefs. You might consider using it as a decorative element in a book case or display cabinet.

Thank you so much for taking the time to comment on this photo, it's very much appreciated!

Manuel Gual posted a photo:

The Secret Ministry of Absurd Missions

Description

A cinematic retro spy comedy set in a fictional 1970s Spain, where secret agents, eccentric officials, nervous informants, improvised disguises, dusty archives, smoky offices, street chases, old cinemas, cheap bars, hotel lobbies, public squares, rooftops, laboratories and forgotten government corridors collide in a world of bureaucratic chaos and absurd investigation. The series blends vintage European cinema aesthetics with dark humor, slapstick energy and noir atmosphere: worn suits, red trousers, old telephones, typewriters, paper files, vending machines, battered cars, market stalls, taverns, secret dossiers and strange scientific experiments create a nostalgic but surreal universe. Each scene feels like a lost frame from an imaginary Spanish espionage film, mixing comedy, mystery, action and social satire with warm light, grainy textures, dramatic shadows and wide cinematic framing. The collection suggests a bizarre intelligence agency trapped between outdated technology, comic incompetence and dangerous missions that always seem to spiral out of control.

These images were generated by Artificial Intelligence.

Few Americans or outside observers of the Excited States are neutral about Bernie Sanders, the long- serving independent Senator from Vermont. For many, he is the best President America never had, after two failed attempts to win the Democratic Party presidential nomination in 2016 and 2020. For others he is the heroic standard bearer and one of the key spokespeople for a resurgent progressive tendency in US politics and a leader in the struggles to oppose Donald Trump and his wannabe stormtroopers.

Sanders has critics both on the Right, where he is viewed as a dangerous radical, and on the Left, where he is sometimes attacked for being too willing to compromise with the forces of capital. Other critics caricature him as a crabby old man in a cardigan, out of touch with realities of the 21st century. Love him or hate him, Sanders is a true American giant.

Poet Dan Chiasson’s new book, Bernie for Burlington, about the years that Sanders served as the 37th Mayor of Burlington (1981-1989) is a welcome addition to a growing body of Sanders literature. Well written and accessible, it is not only a portrait of the Burlington years, which brought Sanders to national attention; it is also a sharply observed and well written love letter to the unique and cranky virtues of Vermont, and of Burlington, where Chiasson grew up during the Sanders years. This is a book that will please Sanders’ many fans around the world and will serve as a rich resource for scholars and political junkies who write about Bernie in the future.

Chiasson is the author of six other books: The Afterlife of Objects (University of Chicago Press, 2002), Natural History (Alfred A. Knopf, 2005), One Kind of Everything: Poem and Person in Contemporary America (University of Chicago Press, 2007), Where’s the Moon, There’s the Moon (Alfred A. Knopf, 2010), Bicentennial (Alfred A. Knopf, 2014), The Math Campers (Alfred A. Knopf, 2020). He writes frequently for The New Yorker and The New York Review of Books. He is a professor of poetry at Wellesley College and has been called “the country’s most visible poet-critic.”  

So, who is Bernie Sanders, and what can an account of his time as mayor of Burlington tell us about him and about America in our time? Chiasson sets out to answer these questions, and does it from the perspective of someone who came of age in the years Bernie was mayor of Burlington.

Two anecdotes from early in the book give a sense of the distinctive poet and city native’s narrative method. In one, the nine-year-old Chiasson sees two figures approaching the front door of his family home. When the visitors, canvassing for votes,  knock on the door, and his grandmother calls out “It’s Sanders,” Chiasson’s grandfather booms “DON’T OPEN THE DOOOR!”

In the second glimpse, drawn from a 1988 community access TV show Bernie produced while mayor, called, unimaginatively, “Bernie Speaks: The Mayor’s Show,”  the bemused mayor/host is shown interviewing skate punks about their outlandish hair styles, piercings and heavily zippered leather jackets. Chiasson grew up with the featured interviewees, and was just outside the frame when the video was shot, he tells us. This sets the tone for the entire narrative. The author knows almost everyone he writes about in Burlington, and remains present, if just off camera, throughout his  Bernie and Burlington story. This, plus the poet’s eye for humanizing detail and felicitous sentence making ensure that  the book is not only useful but also a distinct pleasure for the reader.

With the pleasures of the text come lots of information. We learn about Bernie’s impoverished childhood and the soul-wounding impacts of poverty on his parents. We learn about his college years, first in New York and then in Chicago, and his first forays into social justice activism as he campaigned with other University of Chicago students to force the school to integrate residential buildings it owned. We see the young Bernie’s fascination with the theories of rogue psychoanalyst Wilhelm Reich and his sexual function enhancing orgone boxes. We learn of Bernie’s growing interest in Vermont, an interest that began with visits to a Vermont tourism office in downtown Manhattan with his older brother Larry. We see him marry for the first time and scrape together money to buy a derelict farm property in Vermont, where he eventually settled and pursued his political interests.

Sanders became a “perennial candidate,” at first as part of Liberty Union, an anti-war party, but mainly as an independent. We see him forge his national identity as mayor of Burlington, where he drew support reliably from low income neighborhoods and less reliably from the liberals, academics and back to the land hippies who were changing the demographic face of Vermont in those days. In a 1972 campaign diary, Sanders wrote “Of all the groups a candidate talks before, I prefer ostensibly to talk to low income people. They “know” a lot more than most people because their lives are constantly on the line and they can’t escape behind 10,000 a year incomes- as can the good liberals.” 

As mayor, Sanders fought hard to protect Burlington’s poorest neighborhoods from “urban renewal” and to make developers and the University of Vermont, located within Burlington’s city limits but immune to civic taxes and regulations, more accountable to the city.

Throughout his long march to Burlington and then to DC, Sanders was fierce in his criticism of the oligarchs who even then dominated American politics and public discourse. He had a particular focus on the Rockefellers, seeing the liberal wing of the Republican party, led by Nelson Rockefeller as part of the American problem, not a solution. He was scathing in his critiques of Democrats as well, and during his political career, often received support from conservatives who shared his skepticism about liberalism.

Bernie improved the lives of low income Burlington residents and fulfilled many of his campaign promises. He went on to an important role in the emergence of a new anti-MAGA progressive movement in this century, and continues actively in that role. Chiasson’s book is a literary success and a treasure trove of information that will help any reader come to their own conclusions  about what the Bernie story means.

Highly recommended.

The post Bernie’s backstory: Life in a city with a socialist mayor appeared first on rabble.ca.

brads-photography posted a photo:

A picture taken while based in Brisbane,

When you're a big action star on a hot streak, you have to realize that not every film you make is going to connect with viewers, or even be particularly memorable. Even the greats have an off day, and that's what happened to one of the most prolific and successful action stars of the 21st century when he met a script he couldn't save.

If you're itching for a new Sherlock Holmes fix, but you've already binged your way through Young Sherlock, it may be time to look back and revisit Guy Ritchie's other inspired take on literature's most famous detective. Based quite loosely on the stories by Sir Arthur Conan Doyle, Ritchie previously helmed Sherlock Holmes, an action-packed take on the character featuring Robert Downey Jr.in the leading role that still makes waves after all these years. In fact, fans still hold tightly to the re-imagining and its sequel, Sherlock Holmes: A Game of Shadows —and it's about time that a third mystery springs afoot.

Bob Odenkirk was an unusual choice to helm an action-thriller franchise, but the runaway success of Nobodyin 2021 proved the former Mr. Show star/creator could shoot, stab, and mangle bad guys with the best of them. While Nobody 2underperformed at the box office compared to the first entry, it was packed with arguably even more — and even gorier — mayhem than the first. Plus, it had a villainous Sharon Stone chewing up and spitting out every bit of scenery she could.

In acquisitions of privately held companies, an acquisition letter of intent/term sheet is often entered into by both parties. The purpose of the letter of intent is to ensure there is a “meeting of the minds” on price and key terms before the parties expend significant resources and legal fees in pursuing an acquisition, and before sellers agree to grant exclusivity to buyers.

The purpose of this article is to explore the key issues in negotiating and drafting an acquisition letter of intent.

What Is Typically Included in an Acquisition Letter of Intent?

A letter of intent can be short or long, depending on the dynamics of the negotiations and the desires of the parties. Here are the types of items that can be included in a letter of intent, a number of which are discussed in greater detail later in this article:

• Price/Consideration: Will it be all cash, all or part stock, earnout, or promissory note?
• Transaction structure: Will it be an asset purchase, purchase of all outstanding shares, or a merger?
• Expected timeline for due diligence and negotiating the deal.
• Any escrow to secure the seller’s indemnification obligations, how long the escrow will last, and for what items the escrow will be the buyer’s sole remedy for claims.
• Whether M&A representations and warranties insurance will be used in lieu of an escrow and who pays for the policy.
• Exclusivity for the prospective buyer: How long will exclusivity last? When can the seller terminate exclusivity early?
• Access to the employees, books, and records of the seller for the benefit of the buyer as part of its due diligence process.
• Scope of key representations and warranties of the seller (will some key reps be subject to qualification by a “materiality” or “knowledge” standard?) and survival period.
• How stock options held by employees will be treated (will they be assumed by the buyer or terminated?) and whether these are in addition to the purchase price.
• Activities prohibited by the seller pending closing.
• Whether any third-party consents to seller’s key contracts will be required or sought, as a consequence of the acquisition.
• The confidentiality obligations of the parties concerning the transaction (and ideally a non-disclosure agreement will already be in place by the parties).
• How seller’s employees will be hired/treated by the buyer.
• Continuing indemnification obligations of the buyer for seller’s officers, directors, employees, and stockholders, pursuant to any existing Indemnification Agreements or charter provisions.
• Conditions to closing the transaction, both for buyer and seller.
• Whether any non-compete/non-solicit agreements will be required.
• Indemnification obligations by the selling stockholders and the limits and exclusions from such indemnification provisions.
• Termination: How and when the acquisition agreement can be terminated.
• Disputes: How disputes will be handled and in what jurisdiction.

Short-Form vs. Long-Form Letter of Intent

Long-form letters of intent are more comprehensive and legally constructed, and designed to reach a meeting of the minds on many of the key terms of a potential deal. The key advantages of a long-form letter of intent are:

• Issues that can be deal breakers are identified early on and resolved, before spending significant legal fees and management resources for both the buyer and seller.
• Resolution of significant issues early on can make the process of reaching a definitive acquisition agreement easier and more efficient, with resulting savings in time and legal fees.
• If an important issue surfaces as insurmountable, for sellers it is better to learn that early, rather than learn about it when the seller is in exclusivity and a termination of discussions at that point could be more damaging or difficult for the seller.

The primary disadvantage of a long-form letter of intent is that it may bog down the momentum of getting a deal done, as the parties deal with too many difficult issues early on. It may also result in a breakdown of the negotiations that could have been avoided if certain issues had been deferred.

A short-form of letter of intent will usually only address the price and perhaps a few key terms (such as whether there will be any escrow holdback for seller’s indemnification protection, length of escrow, and the exclusivity/no shop right for the buyer) and has the advantage of being quicker to negotiate than a long-form letter of intent. The obvious disadvantage is that it leaves many important issues to be resolved later on.

The Selling Company’s Perspective

From the perspective of the selling company, it will typically want the letter of intent to be as detailed as possible on the key issues of the deal. The reason is that once a letter of intent has been signed and an exclusivity negotiating period has been granted to a buyer, the leverage in the negotiations will most often swing to the buyer.

Therefore, the seller will often want to have a complete picture of the price and deal terms before it is locked up and precluded from talking to other potential buyers. And the more detailed the letter of intent, the more likely that a definitive acquisition agreement can be negotiated successfully. The best time to get key concessions from a buyer is when the buyer believes there are competing bidders and where it does not have exclusivity.

The Buyer’s Perspective

From the buyer’s perspective, especially where the buyer has considerable negotiating leverage, it will favor a short-form letter of intent that includes a long period of exclusivity in order for it to finish its due diligence and negotiate a definitive merger or acquisition agreement.

The buyer typically will argue that it can’t agree to some of the key terms of the deal in the letter of intent until it completes its due diligence. (The seller will dispute that argument—the buyer can agree to key terms, but if problems arise in its due diligence, it is always free to renegotiate any provision.)

In some situations, it is in the buyer’s interest to also have a detailed letter of intent to avoid spending lots of management resources and legal fees on a deal that might not get consummated.

Binding vs. Non-Binding Terms of the Acquisition Letter of Intent

The letter of intent will typically state that it is non-binding, except for certain designated provisions. Usually at this stage in the acquisition process, neither the buyer nor the seller are willing to be bound to conclude a transaction. Further, the letter of intent does not contain all the terms that should be agreed upon in an acquisition.

Nevertheless, certain provisions are typically designated as binding, such as:

• Confidentiality: The letter of intent and its terms should be agreed to be confidential and typically subject to the non-disclosure agreement between the parties.
• Exclusivity: The scope and terms for exclusivity granted to the buyer.
• Expenses: Statement that the parties each bear their own expenses or, in some instances, whether one party (usually the buyer) will cover some of the other party’s expenses.
• Conduct of the Business: Buyers sometimes insist that sellers agree to operate the selling company’s business only in the ordinary course and refrain from certain material actions.
• Dispute Resolution: The parties sometimes agree that any disputes surrounding the letter of intent would be resolved exclusively by confidential binding arbitration.

The letter of intent should clearly state which portions are binding and which are not. Lack of clarity on this point might allow a court to enforce (or refuse to enforce) a provision contrary to the intent of the parties.

Exclusivity for the Buyer/No Shop

The buyer will typically insist on a binding exclusivity/no shop period where the seller and its officers, directors, representatives, advisors, employees, stockholders, and affiliates may not engage in any discussions or negotiations with, provide information to, or enter into agreements with any other prospective buyer. The seller is also precluded from “shopping” the buyer’s bid or the company.

The exclusivity provision will also typically require the seller to immediately terminate any other sale discussions.

The buyer may also ask that it be notified of any inquiry or offers from other potential buyers during the exclusivity period, and the terms thereof (including the identity of the third party).

The seller will want to keep the exclusivity period short (for example, 15 days) and the buyer will typically want longer (for example, 30-60 days). Some buyers may request even longer periods of exclusivity because of due diligence issues.

The seller should insist on a sentence that allows it to terminate the exclusivity period early if the buyer subsequently proposes a lower price or materially worse terms, or if the seller believes in good faith that the parties are not making sufficient progress on finalizing a deal or the buyer is not keeping up with the time table agreed to by the parties (discussed below). The buyer will, of course, resist giving the seller a basis to terminate exclusivity early since the buyer will begin spending substantial resources on conducting due diligence and preparing documentation. In many instances, the compromise will be an exclusivity period somewhat shorter than the buyer desires.

Price for the Acquisition

The price for the deal is obviously the key issue, but the letter of intent should make clear:

• Cash. Whether the price will be paid all cash upfront.
• Stock. If stock is to be part or all of the consideration offered by the buyer, the terms of the stock (common or preferred), liquidation preferences, dividend rights, redemption rights, voting and board rights, restrictions on transferability (if any), and registration rights.
• Note. If a promissory note is to be part of the buyer’s consideration, what the interest and principal payments will be, whether the promissory note will be secured or unsecured, whether the note will be guaranteed by a third party, what the key events of default will be, and the right to accelerate payment of the note upon a breach by the buyer.
• Cash-free/debt-free. Whether the company will be “debt-free and cash-free” at the closing or whether the buyer will assume various indebtedness.
• Working capital. Whether there will be a working capital adjustment and how working capital will be calculated. This is ultimately just an adjustment up or down to the purchase price. The buyer may argue that it should get the business with a “normalized working capital” and the seller will argue that if there is a working capital adjustment clause, the target working capital should be zero. This working capital mechanism, if not properly drafted, could result in a significant adjustment in the final purchase price to the detriment and surprise of the adversely affected party.
• Earnout. If part of the consideration is an earnout, how the earnout will work, milestones to be met (such as gross revenues or EBITDA and over what period of time), what payments are to be made if milestones are met, what protections will be offered the seller to enhance the likelihood of the earnout being paid, information and inspection rights, etc. Earnouts tend to be the source of frequent disputes and sometimes litigation. Precision in drafting these provisions and agreeing on suitable dispute resolution processes is essential.

Timeline for the Acquisition

Sometimes it is useful to set forth in the letter of intent dates by which the parties expect various matters to be completed, such as:

• When the online data room (the virtual room where the seller’s key documents and contracts are housed) will be made available to the buyer.
• When the first draft of the acquisition agreement and exhibits will be presented by one party and when first comments will be provided
• When due diligence is to be completed by the buyer
• The expected signing date of the acquisition agreement
• The expected closing date

Limitations of Liability/Indemnification

In private company acquisitions, the seller often asks for indemnification from the buyer for breaches of representations made in the acquisition agreement. Indemnification effectively adjusts the purchase price downwards and therefore the terms of indemnification are almost always the subject of lengthy negotiations.

The seller (and its stockholders), well aware that their bargaining leverage will decline once the letter of intent is signed, frequently will insist that the letter of intent set forth limitations on the scope of this indemnification obligation.

In contrast, buyers will typically resist, asserting that negotiation of the terms of indemnification should be deferred to the negotiation of the entire acquisition agreement, at which time the buyer will be much better informed about the seller’s business and liabilities. Although market practice today is to specify the size of an indemnification escrow and the extent to which it might be the sole source of recovery for buyer indemnification claims, it is sometimes difficult for sellers to obtain in the letter of intent additional limitations on its (or its stockholders’) indemnification obligations.

In some deals, the seller with leverage can take the position that the deal should be structured like a public company-type deal—that there is no escrow and that representations, warranties, and covenants expire at the closing. An escrow in private company acquisitions can be used to secure the seller’s indemnification by placing an agreed amount of the cash purchase price into an escrow. The seller will argue that if the buyer wants additional protections, it can do so through its own careful due diligence and by obtaining the protections afforded by M&A representation and warranties insurance.

In the last few years, M&A representations and warranties insurance, in lieu of extensive indemnification provisions, have become the norm (especially with private equity buyers).

Indemnification obligations may be limited in a variety of ways, such as:

• The seller should prepare a full and thorough disclosure schedule laying out all required disclosures under the acquisition agreement to reduce the risk that the buyer will seek indemnification for breach of the seller’s representations and warranties.
• If M&A representations and warranties insurance is not available, the seller can seek a short-term limited escrow (5% of the purchase price for 9-12 months) to be the exclusive recourse for breach of the seller’s representations and warranties. Of course, buyers will seek larger escrows and longer time periods. Although it has become common for the parties to an acquisition to agree to allow the buyer to seek recovery beyond the escrow (or after it has been disbursed) for breaches of certain “fundamental representations,” in every negotiation the seller should carefully consider insisting that the buyer’s recourse for indemnification be limited to the escrow or to M&A reps and warranties insurance..
• The seller will want “fundamental representations” to only consist of those relating to due authorization, due organization, and enforceability of the acquisition agreement. However, some buyers will argue that representations around capitalization, tax matters, intellectual property matters, and fees owed to advisors also fall in the bucket of “fundamental representations.” Sellers strongly resist such a provision.
• The seller should make sure that survival periods for breaches of general representations and warranties are no longer than the term of any escrow, except with respect to “fundamental representations.”
• To the extent that indemnification may be required by the selling stockholders under the acquisition agreement, that indemnification should be “several” (i.e., pro rata) and not “joint and several” liability (which would make any single stockholder liable for all of the losses alleged by a buyer). In addition, the seller should insist that no indemnifying stockholder be liable for more than the amount of sale proceeds actually received by the indemnifying stockholder.
• Other limitations that are negotiated include the dollar threshold before indemnity is required, caps on the indemnity, exclusions or carve-outs from the indemnity, limitations on what types of losses a buyer may recover, and the extent to which a buyer’s knowledge of an inaccuracy in the seller’s representations bars indemnification.

Representations and Warranties

The letter of intent will typically not include a detailed listing of the seller’s representations and warranties. But if the seller desires to have certain materiality or knowledge qualifiers for particular representations and warranties, it may be best to negotiate these in the letter of intent. For example, the seller may want to state that any representations and warranties concerning intellectual property infringement issues be limited by a knowledge qualifier.

Employee Issues

To the extent there are any key employee issues for the seller or buyer, it may be prudent to address these in the letter of intent. Such issues could include:

• Whether the buyer will assume the seller’s unvested employee stock options (and whether that assumption is in addition to the purchase price).
• The types of compensation and benefits to be made available to the seller's employees by the buyer.
• The hiring of any key executives, the key terms of employment, and the extent to which the closing of the acquisition is conditioned upon such key employees entering into employment agreements with the buyer.

Conditions to Closing of the Acquisition

The seller will want to set forth key conditions to closing (and ideally will want the letter of intent to set forth the only conditions to closing). That way, the seller will have a better understanding of the likelihood of a closing.

The typical closing conditions that a seller will allow for the benefit of the buyer include:

• The truth and accuracy, in all material respects, of its representations and warranties in the acquisition agreement.
• The compliance by the seller of its covenants in the acquisition agreement, in all material respects.
• The obtaining of any necessary governmental consents (such as Hart-Scott-Rodino Antitrust approvals).

The buyer may also insist on the following closing conditions, among others:

• The obtaining of consents that may be required from third parties under change in control provisions in key contracts.
• Absence of any litigation seeking to enjoin the transaction or any litigation material to the seller.
• The execution of employment agreements with key executives of the seller.
• The execution of non-compete and non-solicitation agreements by the stockholders (venture capital and institutional investors almost never agree to these)
• No material adverse change in the business of the seller between signing of the acquisition agreement and closing (the seller will insist on various exclusions to this condition).
• The obtaining of financing (sellers will strongly resist this as a closing condition, arguing it introduces too much uncertainty and is outside of the seller’s control).
• Delivery of audited financial statements of the seller to enable the buyer, if the buyer is a public company, to comply with its securities law reporting obligations.
• Delivery by the seller of the consent to the acquisition by the holders of a very high percentage of the seller’s outstanding equity and delivery by such stockholders of support agreements waiving dissenters’ rights, agreeing to keep company and transaction-related information confidential, and agreeing not to sell their stock except to the buyer.

Dispute Resolution

It is desirable for the letter of intent to set forth how and where resolution of disputes will happen, both under the letter of intent and under the acquisition agreement.

My preference is for a confidential binding arbitration/provision, under the AAA or JAMS commercial arbitration rules in existence at the commencement of the arbitration, before one arbitrator chosen by the arbitration association. In deals involving international parties, international arbitration firms (such as the International Chamber of Commerce) should be considered for this purpose.

Such an arbitration provision allows for faster and more cost-effective resolution of disputes than litigation. Litigation can be extremely costly and last for many years during any appeal process.

Among the issues to be considered with respect to an arbitration provision are the number of arbitrators, the location of the arbitration, the scope of discovery, the time period for resolution, and who will bear the fees and expenses of the arbitrator. I also typically prefer a provision that states that each party will pay its own legal fees and costs, and 50% of the arbitrator’s fees.

Benefits of an Acquisition Letter of Intent

A well-drafted letter of intent can increase the likelihood of an acquisition successfully closing, on optimal terms. To see some sample letters of intent, check out the Forms and Agreements section of AllBusiness.com.

Related Articles:

• Mergers and Acquisitions: What Management Teams Want to Know from a Perspective M&A Acquirer
• Mergers & Acquisitions: 32 Vital Issues for M&A Sellers
• How CEOs and Management Teams Can be Rewarded and Protected in an M&A Transaction