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Training Guide

Claims 'If True'


Training Guide

Claims 'If True'

M&A Provisions
Remote or in person

What’s Covered

  • An explanation of the claims “if true” concept 
  • The implications if an agreement does or does not contain “if true” language 
  • Buyer and seller perspectives
  • Where in an agreement to locate “if true” language
  • Sample provisions

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.

Prepare Yourself

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

  • still frame from Claims 'If True'


    Claims 'If True'

    An explanation of the claims “if true” concept in private M&A deals, including an analysis of the implications to the parties if an acquisition agreement does or does not contain this concept. Features interviews with ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.

  • still frame from Buyer and Seller Perspectives


    Claims 'If True': Buyer and Seller Perspectives

    A look at buyer and seller perspectives regarding claims “if true” language in acquisition agreements. Features interviews with ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery LLP.

  • still frame from Drafting


    Claims 'If True': Drafting

    A look at how and where claims “if true” language appears in acquisition agreements, including sample provisions. Features drafting tips and perspectives from ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.

  • Icon of a document


    Claims 'If True'


During the Session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What’s the “claims if true” concept?
  • If an agreement includes claims “if true” language, what’s the impact on the parties if there’s a successful third-party claim based on a breach of a rep or warranty? An unsuccessful third-party claim? A claim that’s settled?
  • How do buyers and sellers typically view this issue? 
  • Where in a merger or acquisition agreement can the “claims if true” concept be found?

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 Provisions topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.

Contact us at if you’re interested in a free consultation about remote training for your firm.

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