Our videos dive into business growth, operational excellence, and concrete strategies to scale your company. Real-world case studies, expert interviews, and actionable advice: follow us to accelerate your growth journey.
Our videos dive into business growth, operational excellence, and concrete strategies to scale your company. Real-world case studies, expert interviews, and actionable advice: follow us to accelerate your growth journey.
In this fourth episode of Les Clés du Buildup, Thomas Colin (Alvo.Market) and Maxime Nicolas (Outmatch) welcome Sydney Itenstein, partner lawyer at Rosenpick & Associés. A mergers & acquisitions specialist, he breaks down with them a decisive stage in any external growth process: building and submitting an offer. A key moment, at the crossroads between winning over the seller and legally protecting the buyer.
The letter of intent (LOI) or offer letter is not a binding contract, but a framework that sets out the main terms of the transaction. It must attract the seller — through the presentation of the buyer, their credibility, and the speed of execution — while protecting the buyer with clear legal reservations. It is this fine balance that secures discussions before engaging in costly audits.
Beyond the headline price, the offer must detail the calculation method used, potential adjustments linked to net debt or working capital requirements, as well as the payment terms. Vendor loan, earn-out, or lock-box: each mechanism directly impacts the final value and must be anticipated from the outset.
Far more than a contract drafter, the lawyer advises, structures, and guides the client on market practices. They support the manager in decision-making, identify the red lines not to cross, and ensure that the letter of intent becomes a solid foundation for the negotiations that follow. Their business sense and “deal maker” mindset are essential to secure the transaction without blocking it.
A realistic timeline, properly drafted conditions precedent, and, if applicable, a well-framed exclusivity clause strengthen the buyer’s credibility. These elements demonstrate not only their intent but also their professionalism and ability to carry the transaction through to completion.