Facilitator Guide

Heads of Terms in M&A (UK)

Facilitator Guide

Heads of Terms in M&A (UK)

Topic: M&A Basics (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.

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.
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.

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.