Facilitator Guide

M&A Deal Structures (UK)

Facilitator Guide

M&A Deal Structures (UK)

Topic: M&A Basics (UK)

What’s covered

Introduction to deal structures
Choice of structure
How share sale, asset sale, and merger structures work
Key implications of choosing a share sale structure
Key implications of choosing an asset sale structure

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/trainings/m-a-deal-structures-uk/attendee

Prepare Yourself

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

Course

M&A Deal Structures

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.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

Why does the choice of deal structure matter in an M&A transaction?
What are the main advantages and disadvantages of a share sale?
What are the main advantages and disadvantages of an asset sale?
How do employment, property, and contracts typically transfer under each type of structure?
Why are mergers relatively uncommon in private UK M&A deals?
How do tax considerations generally influence the choice of deal structure?

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.

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.