Skip to main content

Facilitator Guide

Heads of Terms in M&A (UK)

What’s covered

  • Purpose and format
  • Price, structure, and management
  • Risk, conditions, and due diligence
  • Timing, costs, and confidentiality
  • Binding provisions

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/heads-of-terms-in-m-a-uk/attendee

Prepare Yourself

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

  • still frame from Heads of Terms in M&A (UK)

    Course

    Heads of Terms in M&A (UK)

    An explanation of how Heads of Terms are used in M&A transactions, with a line-by-line walkthrough of a sample HoT. The course covers key provisions, including price, structure, warranties, conditions, and exclusivity, as well as binding versus non-binding terms.

  • Icon of a document

    Exercise

    PDF

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
  • What’s the purpose of a Heads of Terms, and how does it fit into the M&A process?
  • Why is it important to distinguish between binding and non-binding provisions?
  • What commercial and practical factors drive what’s included in the price and structure sections?
  • Why are timing provisions typically included even when they’re often not binding?
  • What provisions are usually binding, and why does clarity about this matter?
 
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.