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.
Topic
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.
The key stages of the deal process for bilateral and auction sale deals, from the initial kick-off through post-completion.
An explanation of what W&I insurance is and how it protects parties in UK M&A transactions. The course covers the key features of W&I policies, including what's covered and excluded, policy limits and thresholds, how to secure coverage, and the claims process.
An introduction to due diligence request lists and a walkthrough of a sample list. The course teaches the structure and contents of the request list, the drafting process, and how the receiving party responds.
An overview of how warranties & indemnities work and as well as various methods of limiting liability, such as caps, de minimis thresholds, and baskets. The course also provides a brief introduction to W&I insurance.
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.
An explanation of the completion process in UK M&A deals, including completion checklists, completion documents, completion day procedures, timing considerations, and post-completion obligations.
What a completion checklist is, how it’s used, and practice tips for preparing and maintaining one.
An explanation of what’s involved in due diligence processes for private UK M&A transactions, from initial scoping and team coordination through document review and final reporting. The course covers the practical skills lawyers need to organise efficient DD and deliver findings to clients.
Guidance for identifying problematic and deal-breaking issues that regularly arise in M&A due diligence, including corporate structure problems, change of control provisions in material contracts, and compliance concerns.
Practical insights into M&A legal practice, including what M&A lawyers do day-to-day, who the clients are, and tips for success in M&A practice.
A discussion of the main UK M&A deal structures—share sales and asset sales—and how the choice of structure affects third-party consents, corporate approvals, tax treatment, employees, and risk allocation. The course also briefly covers mergers.