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Facilitator Guide

M&A Disclosure Letters (UK)

What’s covered

  • Role of disclosure letters in M&A deals
  • Negotiating and drafting
  • General vs. specific disclosures
  • Disclosure standards
  • Buyer’s knowledge

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-disclosure-letters-uk/attendee

Prepare Yourself

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

  • still frame from M&A Disclosure Letters (UK)

    Course

    M&A Disclosure Letters (UK)

    An examination of what disclosure letters are, how they work as a risk allocation tool alongside warranties, and the drafting and negotiating process. The course covers general versus specific disclosures, disclosure standards, and how buyer knowledge affects warranty protection.

  • Icon of a document

    Exercise

    PDF

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
  • What risk does a disclosure letter help manage in an M&A transaction?
  • What’s the difference between general disclosures and specific disclosures?
  • Why are general disclosures often a sticking point in negotiations?
  • How does the buyer’s knowledge from due diligence affect their ability to bring warranty claims?
 
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.