Insurance Due Diligence in M&A Deals: Evaluating Coverage and Gaps, Mitigating Risks and Potential Liabilities

Recording of a 90-minute CLE webinar with Q&A


Conducted on Thursday, October 29, 2015

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to deal attorneys for conducting insurance due diligence in M&A transactions. The panel will discuss strategies for identifying coverage gaps and potential insurance-related liabilities and drafting insurance-related risk provisions in M&A agreements, and an overview the availability of certain types of insurance (such as representations and warranties policies) to help close the deal.

Description

M&A deal counsel must carefully evaluate insurance coverage issues during due diligence to determine ownership of insurance, identify coverage gaps and discover potential insurance-related liabilities. In addition to aiding the buyer in unknowingly assuming avoidable risks, insurance due diligence can impact the deal’s negotiated purchase price.

Effective insurance due diligence involves an assessment of risk exposure arising from the transfer and assumption of contractual obligations, pending litigation, property loss, unknown or unreported claims, insufficient claim reserves, and more. When potential insurance-related liabilities are identified counsel should address them in the deal documents to minimize risks for the buyer and seller. Buyers and sellers should also be aware of certain types of insurance policies, such as representations and warranties policies, that can help transfer risk and facilitate closing the deal.

Listen as our authoritative panel gives their perspective on best practices for conducting insurance due diligence in M&A deals. The panel will explain the key areas of focus for counsel during insurance due diligence, how insurance recovery can impact deal value, and tactics for drafting insurance-related risk provisions in the M&A agreement and an overview of available insurance products relevant to transactions.

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Outline

  1. Conducting due diligence
    1. Identify coverage and gaps
    2. Identify potential liabilities
  2. Drafting insurance-related risk provisions in the M&A agreement
  3. Impact of insurance on deal value
  4. Representations and Warranties and tax liability policies
  5. Insurance products to help close the deal

Benefits

The panel will review these and other key issues:

  • The best approaches for counsel to identify and examine insurance-related liabilities and coverage gaps during due diligence
  • The most critical insurance-related information buyers’ counsel should request from the target company during due diligence
  • The impact of insurance on deal value
  • Provisions to include in the M&A agreement to address insurance vulnerabilities and mitigate deal risk

Faculty

B. Scott Burton
B. Scott Burton

Partner
Sutherland Asbill & Brennan

Mr. Burton focuses on corporate mergers and acquisitions, corporate finance and securities, and the taxation of...  |  Read More

Amy J. Fink
Amy J. Fink

Partner
Jones Day

Ms. Fink advises clients on a wide range of general and complex insurance-related issues, including coverage for...  |  Read More

Thomas S. Novak
Thomas S. Novak

Member
Sills Cummis & Gross

Mr. Novak focuses his practice on insurance law, representing insurance carriers, insurance producers and...  |  Read More

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