Facilitator Guide

Reps & Warranties in M&A Deals

Facilitator Guide

Reps & Warranties in M&A Deals

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

What’s covered

Common buyer’s and seller’s reps
Fundamental reps
Disclosure schedules
Knowledge and materiality qualifiers
Interaction with covenants, closing conditions, and indemnification 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/reps-warranties-in-m-a-deals/attendee

Prepare Yourself

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

Course

Reps & Warranties in M&A Deals

An introduction to reps and warranties and why they’re important in an M&A deal. Covers buyer and seller reps, qualifiers, the connection between reps and disclosure schedules, and how breaches of reps impact other provisions in the purchase agreement.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

How do Buyer and Seller reps differ?
What are fundamental reps? Why are they important?
How do disclosure schedules relate to reps & warranties?
What are the two main types of qualifiers? Why and how are they used?
How do reps & warranties impact other areas of the purchase agreement?

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.