Facilitator Guide

Acquisition Agreements

Facilitator Guide

Acquisition Agreements

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

What’s covered

Overview of the main types of deal structures and agreements
Introduction, recitals, preamble
Definitions
Purchase and sale, and payment of purchase price
Representations and warranties
Covenants and agreements
Closing and closing conditions
Indemnification
Termination
Miscellaneous
Disclosure schedules
Exhibits

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/acquisition-agreements/attendee

Prepare Yourself

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

Course

Principal Acquisition Agreements

Acquisition agreements used in M&A deals have a lot in common, but there are also important differences. This course covers the main provisions to help give a general understanding of them all.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

Are the reps and warranties in an agreement the same no matter what deal structure is being used?
How do reps from sellers differ from reps from buyers?
When might a buyer make reps about its business?
What sorts of things does a closing section cover?
What’s the purpose of an indemnification section?
What are caps and baskets?
What are disclosure schedules?

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 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.