A letter of intent is a traffic light, not a vehicle. In Taipei processes it often gets overloaded because someone wants “alignment” before paying for a full SPA draft. Alignment is cheap. Precision is not. SPA Language for Non-Lawyers exists partly because juniors quote LOI sentences in IC decks as if they were already law.
Exclusivity belongs in the LOI if it is short, dated, and tied to a work plan. An exclusivity that lasts “until we are satisfied with diligence” is not a light. It is a hostage note. Write the end date. Write what happens if the buyer goes quiet. Write whether the seller may still talk to a strategic who already has an NDA from last year — that situation is more common in Taiwanese industrials than slideware admits.
Price mechanics drift into LOIs because bankers like a headline. An enterprise value with a working-capital peg described as “customary” is an invitation to fight later. If you must put a number in the LOI, put the list of adjustments you already know: cash, debt-like items you have spotted, and the fact that the peg is still unagreed. “Customary” is not a term of art your IC will thank you for.
MAC clauses, indemnity baskets, and non-compete geography do not become clearer by being sketched in a letter. They become a false sense of completion. In studio we ask students to highlight every LOI paragraph that would still need a definition section. Most letters light up like a Christmas tree. That is the teaching point.
If the counterparty is using the LOI to lock a structure that favours one tax outcome, stop and get tax counsel. Teaching ateliers are not a substitute for that call. The LOI should say that tax is open. Anything else is theatre that will be quoted back to you on a recorded video conference.