<P> Potential downsides to using an LOI may include: </P> <Ul> <Li> The parties may engage in protracted negotiations on only a subset of a deal's terms </Li> <Li> Management time and focus may be diverted </Li> <Li> Alternative opportunities may be missed and markets may move against the parties during negotiations </Li> <Li> Parties may reduce their lack of a workable deal framework into an LOI, with a hope of making progress later </Li> <Li> Public disclosure obligations may be inadvertently triggered </Li> <Li> The risk of leaks, exacerbated by the desire of some to tout the LOI to the world, or shop it to other parties </Li> </Ul> <Li> The parties may engage in protracted negotiations on only a subset of a deal's terms </Li> <Li> Management time and focus may be diverted </Li>

What should be in a letter of intent