Facilitator Guide

Principal Acquisition Documents

Facilitator Guide

Principal Acquisition Documents

Topic: M&A Basics (UK)

What’s covered

Recitals and Definitions
Sale and Purchase; Consideration; Completion
Warranties and Indemnities; Limitation of Liability
Other Important Provisions (e.g., Non-Compete, Buyer’s Termination Right, Conduct of Business, Miscellaneous)
Disclosure Letter

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/principal-acquisition-documents/attendee

Prepare Yourself

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

Course

Principal Acquisition Documents

A walkthrough of the principal documentation on a UK private M&A deal, explaining the key provisions in the sale and purchase agreement as well as the parts of a disclosure letter.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

Why is the Definitions section important?
What’s the purpose of the Sale and Purchase clause, and how do they differ in a share deal versus an asset deal?
What are warranties and indemnities, and why are they important in an acquisition agreement?
What are some common mechanisms for limiting a seller’s liability under an SPA?
How does a split signing and completion structure affect the drafting of the SPA?
What is the Disclosure Letter, and how does it help allocate risk between the buyer and the seller?

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 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.