Why Letters of Intent win at Cannes and Monaco

It’s yacht shows season and two of the world’s most prestigious events, where hundreds of millions of euros change hands in a matter of days, are taking place in Cannes and Monaco. If you are attending this year, you will know the feeling: you step aboard a vessel, and something clicks. This is the one. But in this rarefied marketplace, hesitation is costly. The difference between securing your dream yacht and watching it sail away with another buyer often comes down to one critical document: the Letter of Intent.

Having advised on yacht acquisitions for over two decades, I have seen countless deals won—and lost—on the strength of an LOI. Here is what every serious buyer needs to know.
 

What is a Letter of Intent?

Think of an LOI as your stake in the ground. It is a preliminary agreement between buyer and seller that, while generally non-binding, sets out the key commercial terms and—crucially—demonstrates you are serious. At a busy boat show, where the most desirable yachts attract multiple offers within hours, an LOI buys you something money alone cannot: time and exclusivity.
 

A well-crafted LOI will:

• Lock in the principal terms—price, payment structure, delivery date

• Secure exclusivity, taking the yacht off the market while you conduct due diligence

• Create a roadmap for surveys, sea trials, and negotiation

• Preserve flexibility—including the right to assign the deal to a different ownership structure
   

The show floor advantage

The atmosphere at Cannes and Monaco is electric—and unforgiving. When you identify the right vessel, an LOI allows you to:

• Move decisively before competitors

• Signal credibility and commitment to the seller

• Carve out time for proper technical and legal due diligence
   

The essentials of a robust LOI

LOIs are often dismissed as ‘simple’ documents. They are not. The details matter enormously, and a weak LOI can unravel a deal—or worse, lock you into unfavourable terms. Every LOI should address:

1. Yacht identification — make, model, year, hull number, and distinguishing features

2. Purchase price and payment terms — the proposed price, deposit amount, and payment schedule

3. Commercial terms — delivery date, location, included equipment, and any special conditions

4. Conditions precedent — satisfactory survey, clear title, regulatory compliance

5. Exclusivity period — a defined window during which the seller cannot entertain other offers

6. Assignment rights — flexibility to transfer the LOI to a company, trust, or other structure

7. Confidentiality — protection of sensitive commercial information

8. Binding vs non-binding provisions — clarity on what is enforceable (typically confidentiality and exclusivity) and what is not
    

Assignment rights are critical

Here is a scenario I encounter regularly: a buyer signs an LOI personally at a show, fully intending to complete the purchase through a corporate structure for tax, liability, or privacy reasons. Without proper assignment provisions, this straightforward restructuring becomes an expensive headache—or worse, a deal-breaker. Always build in assignment flexibility from day one.
 

From handshake to completion

1. Find your yacht — you step aboard at the show and know this is the one

2. Negotiate initial terms — discuss price, delivery, and key conditions with the seller

3. Sign the LOI — your lawyer reviews or prepares the document; both parties sign and exclusivity begins

4. Conduct due diligence — surveys, sea trials, title verification, VAT status, flag state requirements

5. Assign if required — transfer rights to your chosen ownership structure

6. Execute the contract — negotiate and sign the full sale and purchase agreement

7. Complete and take delivery — funds transfer, title conveys, and you take the helm
    

Why expert guidance matters

An LOI may look straightforward, but ambiguities or omissions can derail a transaction—or leave you exposed. Specialist advice is essential for:

• Ensuring the LOI reflects your intentions and protects your position

• Building in assignment flexibility for future structuring

• Navigating cross-border tax, regulatory, and flag state complexities

• Coordinating surveyors, registries, financiers, and closing logistics
   

Your Next Move

If you are heading to Cannes or Monaco this season, do not leave your acquisition to chance. A well-structured LOI is your competitive edge—the document that transforms a promising conversation into a secured opportunity. Get it right, and you are already ahead.

To discuss your yacht acquisition strategy, contact Ezio Dal Maso or your usual contact at Stephenson Harwood