Facilitator Guide

M&A Disclosure Letters

Facilitator Guide

M&A Disclosure Letters

Topic: M&A Basics (UK)

What’s covered

Role of disclosure letters in M&A deals
Negotiating and drafting
General vs. specific disclosures
Disclosure standards
Buyer’s knowledge

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-disclosure-letters/attendee

Prepare Yourself

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

Course

M&A Disclosure Letters (UK)

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.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What risk does a disclosure letter help manage in an M&A transaction?
What’s the difference between general disclosures and specific disclosures?
Why are general disclosures often a sticking point in negotiations?
How does the buyer’s knowledge from due diligence affect their ability to bring warranty claims?

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.