Training Guide

Updating Disclosure Schedules

Training Guide

Updating Disclosure Schedules

Topic: M&A Provisions
Duration: 1 hr
Format: Remote or in person

What’s Covered

The impact of updating disclosure schedules provisions on other provisions in an agreement, on the parties’ risk allocation, and on rep & warranty insurance
Negotiating and defining the scope of permitted or required updates
Buyer and seller perspectives when negotiating the provision
Market trends

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/updating-disclosure-schedules/attendee

Prepare Yourself

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

Course

Updating Disclosure Schedules

An introduction to disclosure schedules updates provisions, including why parties include a right or obligation to update disclosure schedules, the scope of permitted updates, and the updates effect on other rights and obligations of the parties under the acquisition agreement. Features interviews with ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP.
Course

Updating Disclosure Schedules: Market Trends

ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates discuss market trends for disclosure schedules updates provisions, drawing on data from the ABA M&A Committee's 2020-21 Private Target Deal Points Study.
Course

Updating Disclosure Schedules: Sample Provisions

A look at two disclosure schedules updates provisions. Also includes drafting tips and perspectives from ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP.
Exercise

Updating Disclosure Schedules
PDF

During the Session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What’s an updating disclosure schedules provision and why do parties to acquisition agreements sometimes include it in their agreement?
What are a few areas of an acquisition agreement that would or could be impacted by an updating disclosure schedules provision? How might they be impacted?
Why is it important that the parties consider what types of updates are permitted or required?
Why might the parties consider limiting new disclosures based on when the underlying facts arose?
How can the inclusion of an updating disclosure schedules provision impact the buyer’s rep & warranty insurance policy?
How do buyers and sellers think differently about these provisions?
Are these provisions common? Are they becoming more or less common?

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.