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Facilitator Guide

Issues to Spot in M&A Due Diligence (UK)

What’s covered

  • Corporate governance and structure
  • Material contracts
  • Key business areas
  • Litigation and disputes
  • Compliance 

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/issues-to-spot-in-m-a-due-diligence-uk/attendee

Prepare Yourself

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

  • still frame from Issues to Spot in M&A Due Diligence (UK)

    Course

    Issues to Spot in M&A Due Diligence (UK)

    Guidance for identifying problematic and deal-breaking issues that regularly arise in M&A due diligence, including corporate structure problems, change of control provisions in material contracts, and compliance concerns.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
  • When reviewing a company’s corporate governance and structure, what are the key documents to review?
  • Why are change of control and transfer restrictions in material contracts usually red flags?
  • What are some of the most common business areas that need to be reviewed and what issues will you look out for?
  • What kinds of litigation or disputes tend to be most concerning to a buyer?
 
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.