The Mergers and Acquisitions Process From LOI to Close

The mergers and acquisitions process generally runs from a letter of intent through due diligence, negotiation of a definitive agreement, signing, satisfaction of closing conditions, and finally closing. Integration planning runs alongside the later stages. Each step builds on the last, and conditions must be satisfied before the deal can close. Understanding this sequence keeps a complex transaction moving rather than stalling. This is general information, not advice on a specific deal.

Signing is when the parties execute the definitive agreement, while closing is when the transaction actually completes and ownership transfers. The two are often separate events with a gap in between. During that gap, the parties satisfy closing conditions — completing final diligence, obtaining approvals, and meeting other requirements. The deal isn't done at signing; it's done at closing once those conditions are met. Understanding this distinction prevents the common assumption that a signed deal is a closed deal.

The gap between signing and closing exists so the parties can satisfy conditions that must be met before the deal completes. These can include obtaining regulatory approvals, securing financing, getting third-party consents, and completing any remaining diligence. The definitive agreement sets out these conditions, and closing occurs once they're fulfilled. In some deals, signing and closing happen simultaneously, but a gap is common in larger or more complex transactions. Managing the conditions in this period is key to actually closing.

Regulatory approvals may be required depending on the size of the deal and the industry involved. Larger transactions can trigger antitrust review, and certain regulated industries have their own approval requirements. These approvals must typically be obtained before the deal can close. Identifying which approvals apply early in the process prevents them from becoming a late-stage surprise that delays or derails closing. Planning for them is part of a well-managed M&A timeline.

Integration planning should begin before closing, not after. The combined business needs to be ready to operate from day one, which requires planning how people, systems, customers, and contracts will come together. Deals that close on good terms but integrate poorly still fail to deliver their expected value. Starting integration planning during the deal — rather than treating it as an afterthought — significantly improves the odds of success. It's an essential part of the process, not a separate project.

The M&A timeline varies widely with the size and complexity of the deal, the diligence required, and whether regulatory approvals are needed. Smaller, simpler deals can move relatively quickly, while larger ones with approvals can take many months. The stages — LOI, diligence, definitive agreement, conditions, and closing — each take time. Managing the process well keeps it on track and prevents avoidable delays. An attorney can give a realistic estimate for a specific transaction.

We start with a free legal-strategy call to understand your transaction and where it stands. We help map the path from LOI to close, negotiate the definitive agreement, and manage the conditions between signing and closing. We identify required approvals early and coordinate the legal aspects of integration planning. The goal is a deal that proceeds in order and actually closes. The first step is simply a conversation, with no obligation; we're attorneys, not financial advisors, and a specific deal gets individual review.