January–February 2026

In 1954, at a frightening inflection point in our country, a brave Boston lawyer took on the nation’s bully and began his downfall. “Until this moment, Senator [McCarthy], I think I never really gauged your cruelty or your recklessness." When McCarthy tried to continue his attack, Welch angrily interrupted… “You have done enough. Have you no sense of decency?”

Today, there is another bully in Washington, occupying the Oval Office, no less. There is seemingly no end to his cruel and reckless insults in the face of personal tragedy of people whom he designates as never-Trumpers (think of his words upon the family tragedy that was Rob Reiner’s death and later his social media taunts at the death of another Kennedy). Think of the words he used to describe the Somali population in Minnesota. I have to wonder and ask: Mr. Trump, have you no sense of decency? The person who occupies the Oval Office should represent Americans at their best, not their worst. 

Let’s plan for a less hateful and divisive atmosphere throughout 2026… let’s reach out our arms and embrace those, one by one, who are being so cruelly and recklessly treated in our country today. Our Governor, our Attorney General, and the Mayor of Boston are leading the way… once again, Boston shows its leadership and humanity. Here’s to a kinder, gentler year for 2026.

Marijo McCarthy, Esq.

Pr esident, Widett and McCarthy, P.C.

M&A attorney helping small business owners sell a business

How Important is the Letter of Intent to Sell Your Business? (Hint: Don’t Let AI Do It For You!)

Throughout the Fall, we talked about due diligence in the sale of a business… the ins and outs of some of the key variables, the need for preparation long before you consider selling, and the road to efficient gathering of those key variables well before sale consideration.

But well before we reach due diligence, we need to get to an accepted Letter of Intent (or Offer). 

Nowadays, smaller business owners are turning to AI for “samples” and, gulp, trying to do it themselves! But if you’ve seen the havoc experienced by DIY-ers when trying to do home repairs, you can only imagine what happens when the owner of a business, who has spent decades of personal hard work and financial risk creating something of value, tries to use AI to write the offer! 

That mystifies me… truly. Quite frankly, I rarely accept a client who starts out telling me they have a do-it-yourself, AI-generated offer. Because, in my experience, it never turns out well.

So, let’s assume you are a savvy, sophisticated business owner who has retained the services of a good business broker. What are a few of the key issues you want to see in a well conceived Letter of Intent?

• Obviously, the purchase price is key. It may not be the original offered price because there has been negotiation.

• The assets being purchased are high on the list. (Unless you are selling the stock of a company, in which case the buyer is taking all assets and all liabilities.)

• Equally important is the exclusion of any assets you want to keep (your right as owner, of course). For instance, the owner keeps the cash and cash equivalents in an asset transaction. (I once had to step in between a seller and buyer, both of whom strongly wanted the reception area fish tank — the seller was sentimental about his fish!)

• Directly related to asset categories are the liabilities, whether being sold or excluded. Again, this will be a negotiation. There is no right or wrong answer here, just an eventual compromise.

• Due diligence will take some careful consideration. Timing is essential and Letters of Intent often avoid the specificity both parties should want to see. Take the time to review this thoroughly.

• Termination provisions are important to both parties and should be specific.

Although there are a number of so-called “standard provisions” in a Letter of Intent, you will note a theme in the ones I have called out… specificity. General language which allows too many loopholes is never a good start for a seller. You don’t want to waste time and resources on a tire-kicker buyer. Better to know from inception that you are working with someone ready, willing, and able to do the deal.

The moral of the story? Do not rely on AI robots to do the work which will be the foundation of the sale of the most valuable asset of your business life. 

Books We Like

I just read Patricia Cornwell’s newest… Sharp Force , a Kay Scarpetta novel. 

If you are a fan (and I am), you already know what to expect… continued strong character development, edge of the seat thriller plot, eye-popping high tech weaved into everyday operations of a medical examiner’s office and, oh yes, politics at its worst. 

If you have not yet added Cornwell to your reading list, I strongly recommend you go back to the beginning for the evolution of Kay, Benton, Lucy, Pete Marino, and a host of family, friends, and colleagues that will keep you reading long into the night. The psychology she weaves into her characters is fascinating and keeps her readers constantly guessing. Cornwell’s own background as a medical examiner gives strength and credibility to her story plot. And, finally, I really appreciate that this is an author who gives us 400 pages to savor and absorb.

The information you obtain at this site is not,

nor is it intended to be, legal advice.

You should consult an attorney for individual advice

regarding your own situation.

Copyright © 2026 Widett and McCarthy, P.C.

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