How do early‐stage documents – term sheets, letters of intent (LOIs), and memoranda of understanding (MOUs) – shape the path to a definitive merger agreement? Despite their ubiquity, we still know surprisingly little empirically about how these instruments structure negotiations, sequence issues, and interact with diligence, regulatory risk, and deal protections. My research team is running a brief survey of practicing transactional lawyers to help fill that gap, and I’d be grateful for your participation.
Take the 4‑minute survey here: https://www.surveymonkey.com/r/R2T288H
The questionnaire is designed for attorneys who work on mergers and acquisitions – on either side of the table and in any industry. We’re interested in how preliminary agreements are used across a wide variety of deal types (public/private; strategic/financial; domestic/cross‑border), and in the practical considerations that lead counsel to include (or omit) particular terms at the outset.
What we’re trying to understand – without presuming any particular outcome – is the role these early documents play as scaffolding for the final agreement. Among other things, the survey asks about:
- Whether and when parties put headline economic terms in a preliminary agreement (e.g., a fixed number, a range, or only mechanics).
- How early documents address other price‑related features such as adjustments, collars, or earnouts, as well as regulatory risk, timing commitments, or exclusivity.
- How often initial provisions are revisited or revised as diligence unfolds.
- Whether the presence (or absence) of specific preliminary terms influences the order in which issues are negotiated in the definitive agreement.
Your on‑the‑ground perspective is essential for this project. Public SEC filings and databases capture what eventually makes it into definitive agreements; they seldom reveal the negotiation architecture that shaped those outcomes. Your responses will materially improve the quality of the evidence we can bring to bear on these questions.
A few logistics:
- Confidentiality. All responses are anonymized. We will report only aggregated results, and we will not attribute any response to a specific individual or firm.
- Time commitment. The survey takes about four minutes on average.
- Audience. Please feel free to forward the link to other experienced M&A transactional lawyers or relevant listservs; a broad cross‑section of practice settings is invaluable.
Once the survey closes and we’ve analyzed the data, I plan to share a brief summary of the findings on the Blue Sky Blog and with those who request it. In the meantime, your participation – and your help circulating the survey link – will go a long way toward building a more complete and practice‑grounded understanding of how preliminary agreements function in real deals.
Link (again) to the survey: https://www.surveymonkey.com/r/R2T288H
Thank you in advance for lending your expertise.
Eric Talley is the Marc & Eva Stern Professor of Law and Business at Columbia Law School.