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Training Guide

Materiality Scrapes


Training Guide

Materiality Scrapes

M&A Provisions
Remote or in person

What’s Covered

  • Breach scrapes, damages scrapes, and double materiality scrapes
  • The relationship between materiality scrapes, rep & warranty insurance, and other provisions in the agreement
  • Buyer and seller perspectives and negotiating 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 What are Materiality Scrapes?


    Materiality Scrapes

    An introduction to damages scrapes, breach scrapes, and double materiality scrapes. Features interviews with ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP.

  • still frame from Buyer & Seller Perspectives


    Materiality Scrapes: Buyer & Seller Perspectives

    A discussion of the perspectives and negotiating positions of buyers and sellers regarding materiality scrapes in acquisition agreements. Features ABA M&A Committee members Rita-Anne O’Neill from Sullivan & Cromwell LLP and Craig Menden from Willkie Farr & Gallagher LLP.

  • Icon of a document


    Materiality Scrapes


During the Session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What’s a materiality scrape?
  • What’s the difference between a breach scrape, a damages scrape, and a double materiality scrape?
  • What does “double materiality” refer to when discussing damages scrapes?
  • How do materiality scrapes impact disclosure schedules?
  • How do buyers and sellers typically view materiality scrapes? 
  • Are some kinds of scrapes more heavily negotiated than others?
  • What impact does rep and warranty insurance have on this issue?

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.

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