Facilitator Guide

Indemnification Mechanisms in M&A

Facilitator Guide

Indemnification Mechanisms in M&A

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

What’s covered

Trigger events
Caps & baskets
Escrows
Survival periods
Claims procedures
Rep and warranty insurance
Sole remedy clauses
Sandbagging 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.

https://www.hotshotlegal.com/trainings/indemnification-mechanisms-in-m-a/attendee

Prepare Yourself

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

Course

Indemnification Mechanisms in M&A

An overview of the various components that make up indemnification in a private M&A deal, including caps and baskets, survival periods, escrows, sandbagging provisions, and rep and warranty 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 indemnification provisions?
What kind of breaches typically trigger indemnification duties in an M&A deal?
How do caps and baskets differ?
What is an escrow and who does it benefit?
How does rep & warranty insurance affect the other indemnification components?

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.