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Facilitator Guide

Principal Acquisition Documents (UK)

What’s covered

  • Recitals and Definitions
  • Sale and Purchase; Consideration; Completion
  • Warranties and Indemnities; Limitation of Liability
  • Other Important Provisions (e.g., Non-Compete, Buyer’s Termination Right, Conduct of Business, Miscellaneous)
  • Disclosure Letter

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/principal-acquisition-documents-uk/attendee

Prepare Yourself

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

  • still frame from Principal Acquisition Documents (UK)

    Course

    Principal Acquisition Documents (UK)

    A walkthrough of the principal documentation on a UK private M&A deal, explaining the key provisions in the sale and purchase agreement as well as the parts of a disclosure letter.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
  • Why is the Definitions section important?
  • What’s the purpose of the Sale and Purchase clause, and how do they differ in a share deal versus an asset deal?
  • What are warranties and indemnities, and why are they important in an acquisition agreement?
  • What are some common mechanisms for limiting a seller’s liability under an SPA?
  • How does a split signing and completion structure affect the drafting of the SPA?
  • What is the Disclosure Letter, and how does it help allocate risk between the buyer and the seller?
 
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.