JWL International

Our clients are the BEST. Thank you Rudy!

As a trusted leader in equipment law, we’ve supported clients across manufacturers, dealers, and industry leaders with strategic, business-focused legal solutions. We’re proud to deliver work that drives results and even more proud to be recognized as a “go-to” by the clients we serve.

The LOI Trap: Where Good Deals Start to Go Wrong Our group at JWL International is starting to see renewed movement in acquisitions and dispositions within the heavy equipment space. Much of this is being driven by a mix of well-capitalized buyers (often backed by private equity) and long-time owners ready for their next chapter. However, for a variety of reasons, we are seeing buyers and sellers reach out to advise them on their transactions after a signed Letter of Intent already in hand. That’s where we first encounter problems. An LOI isn’t just a formality—it sets the trajectory of the entire deal. And while it can be tempting to “keep things moving” and "sort out details later", a poorly or thinly written LOI can: • Reduce your negotiating flexibility • Let the other side define the narrative and timelines • Lock you into a deal that looks very different from what you expected • Create pressure to proceed simply because of time and cost already invested Purchase Price Isn’t Really the Price Too often, sellers focus on the headline of the LOI, the Purchase Price. But the real economics can shift significantly through complicated earnouts, unfavorable promissory notes, working capital adjustments, and unplanned tax gut-punches. What looks attractive at the LOI stage can be materially eroded by closing. When “Non-Binding” Becomes Binding Casually written “Non-Binding” LOIs can have surviving clauses granting binding and excessive negotiating exclusivity to the other side as well as burdensome non-disclosure clauses.  Parties can realize they are stuck with a bad deal and prevented from going a new direction. Timelines Matter More Than You Think Unrealistic diligence or closing timelines can create unnecessary friction, extensions, and cost. A well-drafted LOI should also provide off-ramps if the other party isn’t moving with the same level of seriousness. The early stages of a negotiation often seem like a friendly path towards a win-win transaction.  Don’t fall into the trap of establishing an LOI with the idea that it “keeps things moving” and “we’ll figure it out later”. You are creating risk for yourself, not progress. For advice and guidance at the earliest stages of negotiations, reach out to us at JWL International. #EquipmentLeasing #MergersAndAcquisitions #PrivateEquity #DealMaking #LOI #BusinessTransactions

As a trusted leader in equipment law, we’ve supported clients across manufacturers, dealers, and industry leaders with strategic, business-focused legal solutions. We’re proud to deliver work that drives results and even more proud to be recognized as a “go-to” by the clients we serve.

Introducing Conn Flanigan, a Senior Attorney with more than 20 years of experience advising private equity groups, real estate investors, and entrepreneurs on complex corporate, securities, and real estate matters. Conn brings deep expertise in capital markets, fund formation, governance, and high-value transactions, including extensive experience serving as General Counsel to multiple REITs and guiding companies from startup through IPO. His practical, business-minded approach and focus on delivering clear, effective legal solutions make him a tremendous asset to our clients. We’re excited to welcome Conn to the JWL team!

The LOI Trap: Where Good Deals Start to Go Wrong Our group at JWL International is starting to see renewed movement in acquisitions and dispositions within the heavy equipment space. Much of this is being driven by a mix of well-capitalized buyers (often backed by private equity) and long-time owners ready for their next chapter. However, for a variety of reasons, we are seeing buyers and sellers reach out to advise them on their transactions after a signed Letter of Intent already in hand. That’s where we first encounter problems. An LOI isn’t just a formality—it sets the trajectory of the entire deal. And while it can be tempting to “keep things moving” and "sort out details later", a poorly or thinly written LOI can: • Reduce your negotiating flexibility • Let the other side define the narrative and timelines • Lock you into a deal that looks very different from what you expected • Create pressure to proceed simply because of time and cost already invested Purchase Price Isn’t Really the Price Too often, sellers focus on the headline of the LOI, the Purchase Price. But the real economics can shift significantly through complicated earnouts, unfavorable promissory notes, working capital adjustments, and unplanned tax gut-punches. What looks attractive at the LOI stage can be materially eroded by closing. When “Non-Binding” Becomes Binding Casually written “Non-Binding” LOIs can have surviving clauses granting binding and excessive negotiating exclusivity to the other side as well as burdensome non-disclosure clauses.  Parties can realize they are stuck with a bad deal and prevented from going a new direction. Timelines Matter More Than You Think Unrealistic diligence or closing timelines can create unnecessary friction, extensions, and cost. A well-drafted LOI should also provide off-ramps if the other party isn’t moving with the same level of seriousness. The early stages of a negotiation often seem like a friendly path towards a win-win transaction.  Don’t fall into the trap of establishing an LOI with the idea that it “keeps things moving” and “we’ll figure it out later”. You are creating risk for yourself, not progress. For advice and guidance at the earliest stages of negotiations, reach out to us at JWL International. #EquipmentLeasing #MergersAndAcquisitions #PrivateEquity #DealMaking #LOI #BusinessTransactions

You can now check out our #DigitalHollywood panel on "Predictive Intelligence and the Consumer-Brand Relationship – Increasing Loyalty and Trust" featuring: Josh Okun of Gravity Global Silke Meixner of ZS CONSULTING Charles Adelman of XRDNA Vince Lynch of IV.AI, and Doug Smith of Miris! And moderated by me-- reach out to me at JWL International to talk about protecting your business and your brand as your company deploys #AI and works with companies who deploy it, as many agreements leave companies under-protected. https://lnkd.in/gdGxXSMj

New Tariff Refund Portal to launch next week: The U.S. government is preparing to launch an online portal next week enabling businesses to request refunds for tariffs deemed illegal by the Supreme Court. The portal, named CAPE (Consolidated Administration and Processing of Entries), will be operated by U.S. Customs and Border Protection (CBP), and will reportedly open for refund applications on April 20. Businesses may, however, encounter significant obstacles. Only "importers of record" will be allowed to request refunds, and the refunds will not be automatic - you must "opt in" and then wait for the CBP to approve your claim. CBP has said it will issue refunds for valid claims within 90 days after approving them, but if claims contain mistakes, the process could be significantly delayed. Feel free to contact us if we can help. Contact Jason Henderson at JWL International (866) 582-2586 jdh@jwlinternational.com

All, join me this week at Digital Hollywood (https://lnkd.in/gwvHcPpD)! I'm moderating a panel tomorrow on Predictive Intelligence and the Consumer-Brand Relationship – Increasing Loyalty and Trust, featuring Josh Okun of Gravity Global, Silke Meixner of ZS CONSULTING, Charles Adelman of XRDNA, Vince Lynch of IV.AI, and Doug Smith of Miris! We talk about a lot of the issues my clients at JWL International are seeing. Give me a buzz if you'd like to talk about protecting your business and your brand! Wednesday, April 15th, 2026 3– 3:50 PM Eastern Time Zone Session II: A Virtual Event Predictive Intelligence and the Consumer-Brand Relationship – Increasing Loyalty and Trust After “Product Category Leadership,” the future of brand strength relies chiefly on the relationship with the consumer, exemplified by loyalty and trust. And in no small measure, the power of AI is responsible for “identifying, learning and providing” the vital “Human-Like Data” and “Human-Like-Service” necessary to fulfill that mission. It is about a “Personalized, Empathetic and Intelligent Connection. A customer is only loyal to the degree that she/he is catered to and provided for. In a world of “Customer-Centered Predictive Intelligence,” that mission be fulfilled and understood. Speakers: Jason Henderson, Esq., Media and IP Licensing, JWL International, Moderator Josh Okun, Chief Innovation Officer, Gravity Global Charles Adelman, CEO, XRDNA  Vince Lynch,  CEO, IV.AI Silke Meixner,  Digital Customer Experience Strategy, ZS Associates Doug Smith, Chief Revenue Officer (CRO), Miris

As a trusted leader in equipment law, we’ve supported clients across manufacturers, dealers, and industry leaders with strategic, business-focused legal solutions. We’re proud to deliver work that drives results and even more proud to be recognized as a “go-to” by the clients we serve.