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Facilitator Guide

Acquisition Agreements

What’s covered

  • Overview of the main types of deal structures and agreements
  • Introduction, recitals, preamble
  • Definitions 
  • Purchase and sale, and payment of purchase price 
  • Representations and warranties 
  • Covenants and agreements 
  • Closing and closing conditions 
  • Indemnification 
  • Termination 
  • Miscellaneous
  • Disclosure schedules 
  • Exhibits

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/acquisition-agreements/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from Principal Acquisition Agreements

    Course

    Principal Acquisition Agreements

    Acquisition agreements used in M&A deals have a lot in common, but there are also important differences. This course covers the main provisions to help give a general understanding of them all.

  • Icon of a document

    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • Are the reps and warranties in an agreement the same no matter what deal structure is being used?
  • How do reps from sellers differ from reps from buyers? 
  • When might a buyer make reps about its business?
  • What sorts of things does a closing section cover? 
  • What’s the purpose of an indemnification section? 
  • What are caps and baskets? 
  • What are disclosure schedules?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don’ts)
  • Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s M&A Basics topic.