Contractual counterparties often plant the seeds of litigation during negotiations over a preliminary framework for a complex corporate transaction—well before parties commit to the ultimate deal. Preliminary agreements, often styled as letters of intent (LOIs), can impose significant obligations on their signatories, even if a deal never ultimately closes. And where a deal falls apart because of a competing offer at the 11th hour, no-shop provisions can become a critical battleground for any ensuing litigation.