Facilitator Guide

Earn-Outs and Other M&A Payment Structures (UK)

Facilitator Guide

Earn-Outs and Other M&A Payment Structures (UK)

Topic: M&A Basics (UK)

What’s covered

Lump sum payments
Deferred consideration
Earn-outs and milestone payments
Escrows and retentions
Hybrid structures

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/earn-outs-and-other-m-a-payment-structures-uk/attendee

Prepare Yourself

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

Course

Earn-Outs and Other M&A Payment Structures (UK)

An overview of common payment structures in M&A transactions, including lump sum payments, deferred consideration, earn-outs, milestone payments, and hybrid arrangements. The course explains when each structure makes commercial sense and practical considerations for both buyers and sellers.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

How can a transaction’s payment structure help bridge the gap between a buyer’s and seller’s valuation expectations?
Which situations naturally push toward lump sum payments?
What is deferred consideration? How does it differ from a holdback or escrow?
How do escrow and retention arrangements protect buyers? What are the trade-offs for sellers?
What are some advantages of combining multiple payment mechanisms in a hybrid structure?

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 summarise 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 (UK) topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.