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Facilitator Guide

Indemnification Mechanisms in M&A

What’s covered

  • Trigger events 
  • Caps & baskets 
  • Escrows
  • Survival periods
  • Claims procedures
  • Rep and warranty insurance
  • Sole remedy clauses
  • Sandbagging 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/indemnification-mechanisms-in-m-a/attendee

Prepare Yourself

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

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    Course

    Indemnification Mechanisms in M&A

    An overview of the various components that make up indemnification in a private M&A deal, including caps and baskets, survival periods, escrows, sandbagging provisions, and rep and warranty insurance.

  • 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 indemnification provisions?  
  • What kind of breaches typically trigger indemnification duties in an M&A deal?
  • How do caps and baskets differ? 
  • What is an escrow and who does it benefit?
  • How does rep & warranty insurance affect the other indemnification components?
 
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.