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M&A Transactions Insurance: Maximizing Deal Value, Managing Risks, Solving Challenging Negotiation Points, and Available Coverages

A live 90-minute premium CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Wednesday, April 17, 2024 (in 4 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE webinar will discuss the latest trends in transactional insurance in M&A deals as a strategic way to manage risks and improve deal and business outcomes for both purchasers and sellers. The panel will discuss the different types of transactions insurance available, including representations and warranties insurance (RWI) (buyer and seller side), litigation insurance, and tax insurance; the advantages and characteristics of such coverages; common terms, conditions, and exclusions of transactional insurance coverage; the costs of transactional insurance; available limits of liability; and required retentions. The panel will provide practical insights for navigating the underwriting process. The panel will also discuss the claims process and common claims issues presented, as well as provide practical guidance for policyholders in presenting claims and for insurers in responding to claims.

Description

Every M&A deal has uncertainties that create risk exposure for both buyers and sellers and these risks can ultimately prevent a deal from going through or greatly change the intended outcome. Transactions insurance has become a critical risk allocation tool to shift risk away from the deal parties, to help solve challenging negotiating points, and to facilitate the completion of transactions.

RWI is the most common type of transactional insurance and is designed to cover breaches of representations and warranties about the target business made in an M&A agreement. Other types of transactions insurance provide a range of coverages for contingent liabilities, tax indemnity, environmental conditions, intellectual property, employee issues, potential litigation, and cybersecurity and data privacy issues.

Listen as our authoritative panel reviews how transactional risk insurance can be effectively used in M&A deal negotiations, the benefits and pitfalls associated with the different types of insurance, and factors to take into account when negotiating coverage and exclusions.

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Outline

  1. Overview: current trends in transactional insurance
  2. Using transactional insurance to address deal risks 
  3. Types of transactional insurance
  4. Coverage characteristics and considerations for buyers and sellers when obtaining transactional insurance
    1. Buy-side vs. sell-side policies
    2. Benefits and limitations of various types of transactions insurance
  5. Transaction insurance terms, conditions, coverages, and exclusions
    1. Impact of transactions insurance on deal due diligence and due diligence associated with obtaining transactions insurance
    2. Common claims issues under transactions insurance
    3. Reviewing other insurance coverage already in place and avoiding gaps in coverage
  6. Other applications outside of M&A
  7. Key takeaways

Benefits

The panel will review these and other key issues:

  • What types of transactions insurance policies are available and how can they be used as a tool in M&A?
  • How can transactions insurance be used to shift risk away from deal parties and solve challenging negotiation points?
  • What are the benefits and pitfalls associated with the different types of transactions insurance?
  • What are the key considerations for deal parties when negotiating coverage and exclusions?

Faculty

Blitz, Gary
Gary P. Blitz, Esq.

Global Co-CEO of M&A and Transaction Solutions/Global Head of Tax
Aon

Mr. Blitz heads the global Transaction Solutions side of the practice, which is the leading insurance broker for...  |  Read More

Seaman, Scott M.
Scott M. Seaman

Co-Chair Global Insurance Services Practice Group
Hinshaw & Culbertson

Mr. Seaman is a commercial litigator and trial lawyer with more than 35 years of experience. Scott is widely regarded...  |  Read More

Sherburne, Kate
Kate Sherburne

Partner
Faegre Drinker Biddle & Reath

Ms. Sherburne works with clients to close transformational deals. She focuses on mergers and acquisitions, corporate...  |  Read More

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