Exclusivity

Factual definition

A negotiated restriction on a seller’s dealings with other potential buyers for a specified period. Its no-shop or no-talk scope, exceptions and binding terms depend on the agreement; it may be agreed within or separately from a letter of intent.

Shayne Fitz-Coy’s definition of Exclusivity

Exclusivity is the seller agreeing not to take the deal anywhere else while the buyer does its work. It sits inside the letter of intent and is the part that actually binds.

A buyer is about to spend real money on diligence and wants the runway to spend it. A seller is giving up every other conversation for the length of the window.

How Shayne Fitz-Coy uses Exclusivity

From the buyer’s side: the diligence plan must fit the window, or the window must extend, an exclusivity period that expires before diligence completes hands leverage back. From the seller’s side: treat the length of the window as a price term, because competing bids are worth more before signing than after, and a shorter window with progress milestones often beats a long blanket commitment.

Why Shayne Fitz-Coy’s perspective on Exclusivity matters

Sellers experience exclusivity as a formality and discover it as a transfer of leverage. Buyers experience it as necessary and discover it as a deadline on their own work.

Both sides do better pricing it consciously.