- M&A Basics
- Remote or in person
- Overview of the main types of deal structures and agreements
- Introduction, recitals, preamble
- Purchase and sale, and payment of purchase price
- Representations and warranties
- Covenants and agreements
- Closing and closing conditions
- 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.
Watch the videos and read the exercise so you’re familiar with the Hotshot material.
Principal Acquisition Agreements
Acquisition agreements used in M&A deals have a lot in common, but there are also important differences. This course covers the main provisions to help give a general understanding of them all.
Principal Acquisition AgreementsPDF
During the Session
- Are the reps and warranties in an agreement the same no matter what deal structure is being used?
- How do reps from sellers differ from reps from buyers?
- When might a buyer make reps about its business?
- What sorts of things does a closing section cover?
- What’s the purpose of an indemnification section?
- What are caps and baskets?
- What are disclosure schedules?
- 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
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