Demystifying LOIs
31st March 2022  |  12:00 EST / 17:00 GMT

Demystifying LOIs

A discussion of the key points of the letter of intent (LOI) with law firms and legal counsels of aggregators.

Over the course of an hour, a panel of legal experts divided down Seller and Aggregators lines, who faced off to discuss the anatomy of the Letter of Intent (LOI) and its significance in the exit process.

If you are considering an exit in 2022, this discussion is for you.

Head-to-Head Topics Included:

  • Up-front Payment structures: Monetary amount Vs. Valuation multiple (Percentage Vs. Deferred)
  • Inventory: valuation methodology
  • Deferred compensation: stability payment, holdbacks, revenue share/earn-out
  • Deal timelines, non-compete clauses, terms of exclusivity, and termination.


Representing Sellers: (Law Firms)

  • Revision Legal: Christopher Carol
  • 458.Law: Nathan Lapsley

Representing Buyers: (Aggregators)

  • Acquco: Andrew Goldman
  • Berlin Brands Group: Wolfgang Adelhardt
  • Branded: Sean Foley
  • Stryze: Philipp Lehnen
  • unybrands: Richard Cohen

Referee: Emmett Kilduff, Co-Founder & CEO, The Fortia Group

All attendees received exclusive content, including decks, webinar video, poll results, and more.


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Nathan Lapsley

Corporate Lawyer at 458 Law

At 458. Law, I focus on partnering with start-ups, venture backed companies, aggregators, corporates, investors and sellers looking to buy, build, plan and exit, with a particular focus on e-commerce and Amazon FBA.

Christopher Carol

Corporate Attorney at Revision Legal

Christopher is a seasoned transactional attorney and corporate legal counsel. Prior to joining Revision Legal, PLLC, Christopher spent nearly a decade working as in-house legal counsel for several organizations, ranging from B2B and B2C .Coms to sophisticated manufacturing firms and real estate conglomerates. Christopher handles buy-side and sell-side transactions and specializes in corporate legal counsel, transactional matters, and M&A.

Emmett Kilduff

CO-FOUNDER & CEO at The Fortia Group

Emmett brings investment banking experience from two of the world’s leading firms: Morgan Stanley and Credit Suisse. Fortia is a data-driven company. Emmett brings data experience as the founder and Executive Chairman of Eagle Alpha. Eagle Alpha partners with hedge funds, private equity firms and corporates to improve their decision making with data.

Andrew Goldman

Associate General Counsel at Acquco

Andrew is Associate General Counsel at Acquco focused on the acquisition and integration process. Andrew works with sellers to provide optimal deal structures to ensure a smooth and efficient sale process. Prior to joining Acquco, Andrew was an M&A attorney at Paul, Weiss, Rifkind, Wharton & Garrison LLP representing buyers and sellers on acquisitions and divestitures. Andrew's experience representing buyers and sellers in a wide variety of industries and transaction sizes, coupled with the extensive experience of the rest of the deal team, enables him to bring a thoughtful approach to sellers working with Acquco.

Sean Foley

Associate General Counsel, M&A at Branded

Sean Foley is Associate General Counsel of Branded leading the acquisition and strategic investment workstreams. Sean focuses on negotiating, consummating and integrating Amazon FBA, direct-to-consumer and other e-commerce transactions of various structures. Prior to joining Branded, Sean was an associate in the Mergers & Acquisitions group of Debevoise & Plimpton LLP where he focused on advising private equity sponsors and multi-national companies in structuring and negotiating mergers and acquisitions, joint ventures, equity offerings and other corporate matters.

Philipp Lehnen

Senior Vice President M&A, at The Stryze Group

Philipp is a seasoned M&A professional and brings investment experience from various perspectives, including international transactions in private equity, investment banking and in the context of multinational, listed as well as private companies. He has worked on various cross-border deals in the ecommerce, consumer goods & retail as well as various other sectors. Today, Philipp is Senior VP M&A with Stryze Group, a leading D2C-brandhouse in Berlin.

Richard Cohen

General Counsel at unybrands

Senior magic circle lawyer and executive with extensive experience of cutting-edge financial transactions and the application of technology to financial markets and legal practice. Highly commercial with fantastic client insight and business development skills. Exceptionally networked across the debt capital markets and fintech space. Experienced in building and leading teams to deliver demonstrable results. Published in various leading legal publications and cited in Chambers & Partners 2019 as a rising star.

Wolfgang Adelhardt

General Counsel at Berlin Brands Group

Wolfgang looks back on a nearly 20-year career as a legal advisor in M&A, private equity and venture capital transactions. Since 2019, Wolfgang has been General Counsel of Berlin Brands Group, a global e-commerce company and one of the pioneers in the DTC business. BBG sells more than 4,800 products under currently 56 brands in over 100 channels in 28 countries mainly in our passions household and living, gardening and outdoor, sport and fitness and sound and light. BBG has recently been valued with a billion Dollars and acquired 42 brands since the end of 2020

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