Facilitator Guide

M&A Warranties & Indemnities and Limitations on Liability

Facilitator Guide

M&A Warranties & Indemnities and Limitations on Liability

Topic: M&A Basics (UK)

What’s covered

Risk allocation
Warranties
Indemnities
Limitations on liability
W&I insurance

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-warranties-indemnities-and-limitations-on-liability/attendee

Prepare Yourself

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

Course

M&A Warranties & Indemnities and Limitations on Liability (UK)

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.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What’s the purpose of a warranty in an M&A transaction?
What are fundamental warranties, and why are they treated differently from other warranties?
How do indemnities differ from warranties?
How do disclosure letters interact with warranties to limit the seller’s liability?

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.