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Facilitator Guide

M&A Due Diligence and Disclosure Schedules

What’s covered

  • The role and impact of due diligence on a deal 
  • The scope of due diligence 
  • Due diligence request list 
  • Reviewing materials
  • Tracking and reporting findings 
  • Disclosure schedules

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-due-diligence-and-disclosure-schedules/attendee

Prepare Yourself

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

  • still frame from Disclosure Schedules

    Course

    Disclosure Schedules

    An overview of disclosure schedules, including their typical contents and what buyers and sellers think about when reviewing and drafting them.

  • still frame from Due Diligence for M&A Deals

    Course

    Due Diligence for M&A Deals

    A primer on the due diligence process in M&A deals, including what due diligence is, its impact on a deal and tips for conducting a diligence review.

  • 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 some factors that influence the scope of a diligence review?
  • How are diligence reviews organized?
  • Are M&A lawyers the only lawyers involved in a diligence review?
  • What’s the purpose of disclosure schedules?
  • What’s the seller’s perspective on disclosure schedules?
  • What’s the buyer’s perspective on disclosure schedules?

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.