Up until the signing of a Letter of Intent (LOI) in a business sale or merger and acquisition transaction, the seller typically has the upper hand in negotiations.  After the signing of the LOI, control switches to the buyer some of whom will later leverage issues surfaced during due diligence to try and change the deal.  Hopefully the company will have gone through a pre-sale business and legal due diligence process to identify and mitigate risks. It is incumbent upon the seller to make sure all material issues are communicated to the buyer and addressed in the LOI prior to its signing.

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