[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-279923-105":53,"doc-detail-279923-en":118},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":111,"head_meta":113,"extra_data":115,"updated_unix":117},105,"en","deal-momentum-nonbinding-preliminary-agreements-in-mergers-and-acquisitions-ma","Deal Momentum - Nonbinding Preliminary Agreements in Mergers and Acquisitions (M&A)","","Parties use non-binding preliminary agreements in mergers and acquisitions to manage uncertainty while still progressing negotiations. This article explains why sophisticated parties rely on term sheets and letters of intent even when binding contracts are available. Drawing on interviews with deal lawyers, it reframes these agreements not as contracts, but as signposts for sufficient deal momentum, while distinguishing their formal and substantive functions and discussing implications for contract theory, enforcement, and deal design.",{"@graph":63,"@context":110},[64,80,101],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":51,"@type":70,"position":76},"https://docshare.wps.com/template/general/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/deal-momentum-nonbinding-preliminary-agreements-in-mergers-and-acquisitions-ma/279923/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/deal-momentum-nonbinding-preliminary-agreements-in-mergers-and-acquisitions-ma/279923.png","ImageObject",442,249,{"name":88,"@type":89},"Aladdin","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-09-21","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":76},"InteractionCounter",{"@type":100},"ViewAction",{"@type":102,"mainEntity":103},"FAQPage",[104],{"name":105,"@type":106,"acceptedAnswer":107},"Are non-binding preliminary agreements treated like contracts by scholars and courts?","Question",{"text":108,"@type":109},"They have often been treated as contract-like tools that parties enforce when counterparts breach, but this article offers an alternative explanation grounded in signaling deal momentum.","Answer","https://schema.org",{"og:url":78,"og:type":112,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":114,"canonical":78},"index,follow",{"doc_id":116,"site_id":56},279923,1789529988,{"code":4,"msg":5,"data":119},{"doc_id":116,"user_id":120,"nickname":88,"user_avatar":121,"doc_module":9,"category_id":50,"category_name":51,"doc_title":59,"doc_description":61,"doc_content":122,"file_id":123,"file_url":124,"file_type":125,"file_size":126,"view_count":73,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":32,"language":127,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":128,"faqs":129,"seo_title":130,"seo_description":61,"update_tm":117,"read_time":40},2336478503145,"https://ap-avatar.wpscdn.com/davatar_276721f389ce27ea32af1340a28f341c","U. C. L. A . Law Review  \nDeal Momentum  \nCathy Hwang  \nABSTRACT  \nWhy do parties use non-binding agreements? This Article explores the role of nonbinding preliminary agreements in mergers and acquisitions (M&A) deals. It provides a modern, comprehensive account of how and why sophisticated parties use these common bargaining tools, even when they have the option of using binding contracts.  \nIn private M&A deals, parties enter into non-binding preliminary agreements, such as term sheets and letters of intent. Once parties sign a non-binding agreement, they behave as though bound and almost always follow up with a formal contract with terms that closely resemble thenon-binding agreement’s terms. Scholars and courts have long treated preliminary agreements as contract-like tools that parties will enforce when counterparties breach. This Article developsan alternative explanation for why parties use non-binding preliminary agreements. These agreements are not contracts—rather, they are signposts for when enough momentum has accumulated that a deal is likely to go forward. Despite not being contracts, however, preliminary agreements’ signaling, organizational, and formal functions can facilitate complex dealmaking.  \nUsing interviews with deal lawyers, this Article provides a rich and layered account of how sophisticated parties use these agreements in modern dealmaking. Parties almost never disclose non-binding preliminary agreements publicly, so interviews offer a rare glimpse into this common, but little-understood, deal practice. This Article also differentiates, for the first time, between the formal and substantive functions of preliminary agreement-making. By focusing on these agreements’ contractual qualities (their substantive functions), scholars have overlooked their useful formal functions. By reframing preliminary agreements as signposts for deal momentum, rather than as contracts, this Article highlights those functions, and discusses the implications of this reframing for contract theory, contract enforcement, and deal design.  \nAUTHOR  \nAssociate Professor of Law, University of Utah S.J. Quinney College of Law. For helpful comments and discussions, I am grateful to Jonathan Abel, Afra Afsharipour, Michael Asimow, Stephanie Plamondon Bair, Lisa Bernstein, Albert Choi, Robin Kundis Craig, Jorge Contreras, Andrew Dawson, Benjamin P. Edwards, Martha Ertman, Andrew Gilden, Matthew Jennejohn, Dmitry Karshtedt, Kobi Kastiel, James Lindgren, Benjamin Means, Jeff Schwartz, Steven Davidoff Solomon, Matthew Tokson, George Triantis, Justin Weinstein-Tull,  \n65 UCLA L. Rev. 376 (2018)  \nparticipants of the 2017 Stanford/Yale/Harvard Junior Faculty Forum at Stanford Law School, the Law and Business Workshop at Vanderbilt Law School, the Legal Scholarship Seminar at the University of Chicago Law School, the Legal Scholarship Workshop at Northwestern University Pritzker School of Law, the Junior Business Law Scholars Conference at the University of Colorado Law School, the National Business Law Scholars Conference at the University of Utah S.J. Quinney College of Law, the Society of Institutional and Organizational Economics Annual Meeting at Columbia Law School, and the Faculty Scholarship Workshop at BYU Law School. Thanks also to the many practitioners who shared their views and helped shape this project, and to Aaron Cunningham and Michelle Hoyt for excellent research assistance. This research was made possible, in part, through generous support from the Albert and Elaine Borchard Fund for Faculty Excellence, and the Rock Center for Corporate Governance, a joint initiative of Stanford Law School and Stanford Graduate School of Business.  \nTABLE OF CONTENTS  \nIntroduction.................................................................................................................................................. 378  \nI. Non-Binding Agreements in Modern Dealmaking.............................................................","cbCainNV8ceeAjd1","https://ap.wps.com/l/cbCainNV8ceeAjd1","pdf",1882568,"English","# Introduction\n# Non-Binding Agreements in Modern Dealmaking\n## Dealmaking in Theory\n## Dealmaking in Practice\n# Deal Momentum\n## Not-So-Preliminary Agreements\n## Preliminary Agreements as Signposts for Deal Momentum","[{\"question\":\"Are non-binding preliminary agreements treated like contracts by scholars and courts?\",\"answer\":\"They have often been treated as contract-like tools that parties enforce when counterparts breach, but this article offers an alternative explanation grounded in signaling deal momentum.\"}]","Deal Momentum - Nonbinding Preliminary Agreements in Mergers and Acquisitions (M&A) | PDF"]