Facilitator Guide

M&A Deal Structures

Facilitator Guide

M&A Deal Structures

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

What’s covered

Factors to consider when selecting a deal structure
Asset acquisitions
Stock acquisitions
Mergers, including direct mergers, forward triangular mergers, and reverse triangular mergers
Tender offers
The legal, business, and tax consequences for each type of structure

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/m-a-deal-structures/attendee

Prepare Yourself

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

Course

Deal Structures

Understanding deal structures is critical for anyone involved with M&A deals. This course explains the three main deal types: asset acquisitions, stock acquisitions and mergers.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What are some of the main factors to consider when selecting a deal structure?
Do asset deals usually involve a lot of third-party consents? Why or why not?
What’s the main difference between asset deals and stock deals when it comes to tax treatment?
What’s a forward triangular merger?
What’s a reverse triangular merger?
What’s a potential advantage of reverse triangular mergers as compared to forward triangular mergers?
When might a tender offer be a good structure to use for a deal?

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.