Environmental and Transactional Risk Insurance: How to Manage Risks and Legal Challenges?
Traditionally, risk management tools often involve contract allocation and dependence on statutory defenses or government releases to address risks associated with environmental and transactional liability. However, these traditional risk management tools and practices are no longer sufficient to deal with today's growing threats. For the past years, a more sophisticated environmental and transactional insurance market has emerged to give focus on the risks associated on products related to environmental and transactional liability that mostly arise from mergers and acquisitions (M&A). The recent proliferation in M&A activities and the increasing attention of investors in recognizing the significance of risk management and mitigation in deals have induced the demand and popularity of environmental and transactional insurance as a risk management tool.
To carefully navigate the increasingly complex landscape of environmental and transactional risk insurance and to avoid potential pitfalls and post-closing erosion of value, investors, buyers, sellers and organizations should keep abreast of the recent trends and legal insights surrounding this significant topic.
In this LIVE Webcast a seasoned panel of thought leaders brought together by The Knowledge Group will provide the audience with an in-depth analysis of the fundamentals of Environmental and Transactional Risk Insurance. They will go beyond the basics and bring in to the audience the best practices and strategies on how to manage potential risks and legal challenges. Speakers will also present recent trends and developments surrounding this significant topic.
Key topics include:
- Environmental and Transactional Risks Insurance: Overview
- Types of Environmental Liability Insurance
- Types of Transactional Liability Insurance
- Environmental and Transactional Insurance as a Risk Management Tool
- Risk Management Solutions
- Elements of Effective Risk Management Process
- Exclusions And Limitations
- Opportunities and Legal Challenges
- Recent Trends and Developments
- Generally, what purpose does transaction risk insurance and environmental insurance serve in transactions? [Larry, Ann]
- The main types of transactional risk:
- Rep & Warranty, Tax Treatment, Sell-side, buy-side. [Phil]
- property transactions, [Ann]
- M&A transactions [Phil]
- Growth to date and anticipated: Statistical data [Larry]
Impact on Deal Process [Carey, Ann]
- On structure of transaction
- On negotiations
- On due diligence process and timing
- Major players: carriers, MGA, brokers and their roles. [Larry]
- Selection of broker and carrier or MGA. [Carey, Ann]
- Timing [Larry]
- Information requirements [Larry, Ann]
- Confidentiality: Attorney client privilege, nondisclosure agreements [Carey]
Deal Mechanics [Carey leads panel]
- Interaction between deal documents and coverage
- Effect on signing and closing steps
- Payment and inception decisions
- Other aspects
Policy Terms [Phil leads panel]
- Policy structure
- Coverage options
- Key terms and pitfalls
Planning for Management of the Policy [Carey leads panel]
- Document retention issues
- Notice compliance
- Other concerns
Who Should Attend:
- M&A Lawyers
- M&A Professionals
- Private and Public Companies
- Insurance Companies
- Risk and Compliance Officers
Larry Shapiro has 20 years of experience working within the financial services and insurance industry. Larry’s legal experience includes extensive corporate and transactional work as outside counsel, as well as in-house positions. Larry’s broad financial, legal and insurance background has provided him with the in-depth negotiating, drafting and structuring experience that is crucial to designing and implementing effective transactional risk solutions.
Prior to joining the Willis Towers Watson Mergers and Acquisitions team in early 2013, Larry’s insurance and legal experience included positions a regulatory analyst at a leading U.S. life insurance company, a practicing attorney focused on the creation of complex financial solutions at a top U.S. law firm, and as general counsel of a commercial finance company. Prior to law school, Larry worked for several years as a financial analyst at a Big Four accounting firm. Larry earned his B.A. from Hobart College, and his J.D., cum laude, from New York Law School.
Larry Shapiro has 20 years of experience working within the financial services and insurance industry. Larry’s legal experience includes extensive …
Carey Child focuses on developing innovative products and risk-transfer solutions for insurance, reinsurance, and financial-market clients. He also assists Chadbourne clients resolve reinsurance disputes, including through negotiated resolution, mediation, arbitration and litigation.
Mr. Child has helped clients craft a full range of business solutions — from company formation and capitalization, through product development and risk transfer. This has included risk-transfer mechanism to facilitate transactions, such as the use of representations and warranties insurance to facilitate acquisitions and other corporate transactions; the use of tax treatment insurance to facilitate structured finance dependent upon a specific tax treatment; and the use of loss portfolio transfer to facilitate acquisitions.
Carey Child focuses on developing innovative products and risk-transfer solutions for insurance, reinsurance, and financial-market clients. He also assists Chadbourne …
Ann M. Waeger is a partner at Greenbaum, Rowe, Smith & Davis LLP in Woodbridge, NJ. Her practice includes a particular focus on the oversight and negotiation of environmental insurance policies and claims related to industrial and commercial real estate transactions, the formation of business entities, and the financing of real property and business assets. Ms. Waeger negotiates policies in connection with the sale and redevelopment of contaminated properties and as a component of overall risk management programs, and plays a prominent role in the settlement of claims involving cost-recovery for investigative and remedial activities.
Ms. Waeger writes and lectures extensively on environmental insurance issues. She is consistently selected for inclusion in Best Lawyers in America, Chambers USA - America’s Leading Lawyers for Business and New Jersey Super Lawyers and is Peer Review Rated AV® Preeminent by Martindale-Hubbell.
Ann M. Waeger is a partner at Greenbaum, Rowe, Smith & Davis LLP in Woodbridge, NJ. Her practice includes a …
Phil Casper is a Principal of Euclid Transactional, a managing general agency specializing in the underwriting of representations & warranties, tax liability, contingent liability and other transactional insurance coverages. Prior to joining Euclid Transactional in April 2016, Phil was a Vice President and Regional Underwriting Manager in AIG's M&A Insurance Group. Prior to joining AIG in 2011, Phil was an attorney at Schulte Roth & Zabel LLP, where he advised clients on a wide range of corporate matters, including mergers and acquisitions, securities and corporate governance. Phil holds a B.S. from Washington University in St. Louis and a J.D. from Boston University School of Law. In 2014, Phil was named as one of the winners of M&A Adviser's 40 Under 40 Awards.
Phil Casper is a Principal of Euclid Transactional, a managing general agency specializing in the underwriting of representations & warranties, …
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NASBA Field of Study:
Management Services - Technical
NY Category of CLE Credit:
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About Willis Towers Watson
Willis Towers Watson (NASDAQ: WLTW) is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. With roots dating to 1828, Willis Towers Watson has 39,000 employees in more than 120 countries. They design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Their unique perspective allows them to see the critical intersections between talent, assets and ideas – the dynamic formula that drives business performance. Together, they unlock potential. Learn more at willistowerswatson.com.
About Chadbourne & Parke LLP
For more than a century, Chadbourne & Parke has counseled innovators around the world. They are a full-service law firm that leverages the extraordinary talent from their global network to offer the highest caliber client service in more than 80 countries and across every region in the world. Today, they are recognized internationally for their groundbreaking work in emerging economies and their deep experience in energy and infrastructure, corporate and finance transactions, international disputes, and bankruptcy and financial restructuring.
About Greenbaum, Rowe, Smith & Davis LLP
Greenbaum, Rowe, Smith & Davis is a multi-practice law firm serving local, regional and national clients with interests in New Jersey and surrounding areas. The firm celebrated its 100th Anniversary in 2014. With diverse and comprehensive expertise in the representation of both businesses and individuals, the firm’s 100 lawyers practice in seven departments and numerous interdisciplinary practice groups.
About Euclid Transactional
Euclid Transactional is a managing general agency specializing in the underwriting of representations & warranties, tax liability, contingent liability and other transitional insurance coverages. Euclid Transactional is owned and operated by a seasoned team of underwriters dedicated to providing best-in-class service, deal execution and claims handling. The team collectively has over 30 years of M&A and transactional insurance experience and has been involved in the underwriting of hundreds of transactional insurance policies and billions of dollars of transactional risk.