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Facilitator Guide

M&A Warranties & Indemnities and Limitations on Liability (UK)

What’s covered

  • Risk allocation
  • Warranties
  • Indemnities
  • Limitations on liability
  • W&I insurance

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-warranties-indemnities-and-limitations-on-liability-uk/attendee

Prepare Yourself

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

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
  • What’s the purpose of a warranty in an M&A transaction?
  • What are fundamental warranties, and why are they treated differently from other warranties?
  • How do indemnities differ from warranties?
  • How do disclosure letters interact with warranties to limit the seller’s liability?
 
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.