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Facilitator Guide

M&A Deal Process (UK)

What’s covered

  • Bilateral vs. auction processes
  • Preliminary steps
  • Due diligence 
  • Documentation
  • Signing, completion, and post-completion

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/m-a-deal-process-uk/attendee

Prepare Yourself

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

  • still frame from M&A Deal Process (UK)

    Course

    M&A Deal Process (UK)

    The key stages of the deal process for bilateral and auction sale deals, from the initial kick-off through post-completion.

  • Icon of a document

    Exercise

    PDF

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
  • What are the two main ways that buyers and sellers come together in private M&A deals and what are the primary differences?
  • What are some preliminary steps that take place in a bilateral private M&A deal? 
  • What’s an exclusivity agreement and how does it protect the buyer?
  • What are the key transaction documents in a private M&A deal?
  • What are some ways the DD process differs between bilateral deals and auction sales?
  • What are change of control provisions and why is identifying them during due diligence critical?
  • What is vendor due diligence and why do sellers conduct it in auction processes?
  • How does a split signing and completion work, and what needs to happen between signing and completion? 
  • When in the deal timeline do the parties try to determine whether regulatory clearances might be required?
  • What are the main tasks that typically need to be completed in the post-completion phase? 
 
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.