The Due Diligence Letter of Intent is a crucial preliminary document used in Australian business transactions when one party wishes to investigate another party's business before proceeding with a significant transaction such as a merger, acquisition, or major investment. It serves as a roadmap for the due diligence process, outlining the scope of investigation, confidentiality requirements, and any exclusive negotiation periods. While primarily non-binding, certain provisions such as confidentiality and exclusivity are typically binding. The document must comply with Australian corporate and contract law principles, including the Corporations Act 2001 and relevant state legislation. It's particularly important in regulated industries where additional compliance requirements may apply, and when foreign investment considerations are relevant under FIRB guidelines.
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1. Letter Header: Date, sender's details, recipient's details, and reference line
2. Opening Statement: Formal opening and context of the letter
3. Transaction Overview: Brief description of the proposed transaction and parties involved
4. Due Diligence Process: Outline of the proposed due diligence investigation process, timeline, and scope
5. Information Requirements: Types of information and documents required for due diligence review
6. Confidentiality Provisions: Binding provisions regarding the confidentiality of information shared
7. Exclusivity Period: Terms and duration of any exclusive negotiation period
8. Non-Binding Nature: Clear statement about which provisions are binding and non-binding
9. Costs and Expenses: Responsibility for costs associated with due diligence and negotiations
10. Timeline: Proposed schedule for completion of due diligence and decision-making
11. Closing: Signature blocks and formal letter closing
1. Break Fee: Include when parties want to specify compensation if one party withdraws under certain circumstances
2. Foreign Investment Approval: Include when the transaction may require FIRB or other regulatory approvals
3. Intellectual Property Protection: Include when significant IP will be disclosed during due diligence
4. Employee Communications: Include when the due diligence process may impact or become known to employees
5. Governing Law: Include when parties are from different jurisdictions or specific jurisdiction needs to be established
6. Dispute Resolution: Include when parties want to specify how disputes about the LOI itself will be resolved
1. Due Diligence Checklist: Detailed list of required documents and information for the due diligence process
2. Timeline Schedule: Detailed timeline with specific milestones and deadlines
3. Authorized Representatives: List of authorized representatives from each party who will be involved in the due diligence process
4. Confidentiality Requirements: Detailed procedures for handling and protecting confidential information
5. Data Room Rules: Procedures and rules for accessing and using the virtual or physical data room
Relevant legal definitions
Business
Business Day
Confidential Information
Due Diligence Investigation
Due Diligence Period
Data Room
Exclusivity Period
FIRB
Information
Intellectual Property Rights
Letter of Intent
Material Adverse Change
Permitted Purpose
Proposed Transaction
Representatives
Target Business
Transaction Documents
Binding Provisions
Non-Binding Provisions
Authorized Personnel
Due Diligence Materials
Prohibited Person
Related Bodies Corporate
Relevant Interest
Seller Group
Third Party
Working Hours
Business Day
Confidential Information
Due Diligence Investigation
Due Diligence Period
Data Room
Exclusivity Period
FIRB
Information
Intellectual Property Rights
Letter of Intent
Material Adverse Change
Permitted Purpose
Proposed Transaction
Representatives
Target Business
Transaction Documents
Binding Provisions
Non-Binding Provisions
Authorized Personnel
Due Diligence Materials
Prohibited Person
Related Bodies Corporate
Relevant Interest
Seller Group
Third Party
Working Hours
Clauses
Confidentiality
Exclusivity
Due Diligence Process
Information Access
Non-Binding Nature
Binding Provisions
Costs and Expenses
Term and Termination
Regulatory Compliance
Access Rights
Intellectual Property Protection
Data Protection
Employee Communications
Break Fee
Governing Law
Dispute Resolution
Notices
Assignment
Entire Understanding
Third Party Rights
Representatives
Timeline
Force Majeure
Severability
Good Faith
Exclusivity
Due Diligence Process
Information Access
Non-Binding Nature
Binding Provisions
Costs and Expenses
Term and Termination
Regulatory Compliance
Access Rights
Intellectual Property Protection
Data Protection
Employee Communications
Break Fee
Governing Law
Dispute Resolution
Notices
Assignment
Entire Understanding
Third Party Rights
Representatives
Timeline
Force Majeure
Severability
Good Faith
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Mining and Resources
Retail
Professional Services
Agriculture
Energy
Infrastructure
Telecommunications
Education
Transport and Logistics
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Risk Management
Compliance
Executive Leadership
Business Development
Investment
Corporate Secretary Office
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Manager
Due Diligence Manager
Investment Director
Business Development Manager
Company Secretary
Legal Counsel
Finance Director
Strategy Director
Risk Manager
Compliance Officer
Transaction Manager
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