HomeWebcastM&A Reps and Warranties Insurance: Best Practices and Strategies to Mitigate Risk in Negotiating the Deal
Online CLE M&A Reps CLE

M&A Reps and Warranties Insurance: Best Practices and Strategies to Mitigate Risk in Negotiating the Deal

Live Webcast Date: Thursday, September 28, 2017 from 12:00 pm to 1:30 pm (ET)
CLE Mergers and AcquisitionsCPE InsuranceRecording

Online CLE M&A Reps

Representations and warranties insurance has now become a partner of sellers and buyers in M&A transactions. By enhancing the value of the deal and adding the probability of closing it, the insurance provides an increased benefit and confidence to both parties.

However, sellers and buyers must also realize that reps and warranties can potentially affect deal dynamics. While certain types of deals may suit the use of this insurance, it may as well increase risk and liabilities in the course of some transactions. With this, parties must ensure the appropriateness of reps and warranties insurance in deal-making.

The Knowledge Group has assembled a panel of key thought leaders to provide the audience with an in-depth analysis of representations and warranties insurance in M&A transactions. In this Webcast, speakers will help sellers and buyers understand the important aspects of this significant topic and will offer significant insights in identifying deals’ and transactions’ suitability before utilizing reps and warranties insurance.

Key issues that will be covered in this course are:

  • Representations and Warranties Insurance - Overview
  • The Benefits and Pitfalls of Reps and Warranties
  • Recent Trends and Developments
  • Strategies to Mitigate Risks
  • Key Considerations Before Using Reps and Warranties

Agenda

SEGMENT 1:
James D. Rosener, Partner
Pepper Hamilton LLP
  • Impact of RWI on negotiations of representations and the shift to a buyer due diligence transaction--the homogenization of purchase agreements.
  • Negotiations of allocation of responsibility for policy exclusions. Role of insurer's counsel.
  • Indemnification claims and negotiations with insurers.
  • The elimination of seller risk post-closing; absence of any retention responsibility of seller.

SEGMENT 2:
Jonathan Gilbert, Senior Managing Director
Crystal & Company
  • What are areas of concern raised most frequently by RWI carriers (employ, tax, IP, international)?
  • Discuss potential for interplay between D&O insurance and RWI (Aljazeera media case)
  • How should insureds best manage claim process with insurance carrier?  When do interests align (e.g. seller indemnification)? 
  • While it is not recommended to purely focus on premium, what can an insured do to obtain lowest premium while still not compromising coverage, underwriting execution and contract certainty
  • How is the market in the U.S. different from ROW? 

SEGMENT 3:
Jay Rittberg, Managing Principal
Euclid Transactional, LLC
  • What are the challenges of these types of claims?
  • What causes an underwriter to take an exclusion?
  • Where do you see the use of insurance going and what are the most recent trends?
  • What are the keys to execution on underwriting?
  • How has the process of introducing R&W insurance into a deal changed?

Who Should Attend

  • Sellers and Buyers
  • Deal Counsel
  • M&A Lawyers
  • Insurance Lawyers
  • M&A Professionals
  • Insurance Brokers
  • Insurance Professionals
  • M&A Insurance Advisers
  • Private and Public Companies
  • Other Interested and Related Professionals

Online CLE M&A Reps

SEGMENT 1:
James D. Rosener, Partner
Pepper Hamilton LLP
  • Impact of RWI on negotiations of representations and the shift to a buyer due diligence transaction--the homogenization of purchase agreements.
  • Negotiations of allocation of responsibility for policy exclusions. Role of insurer's counsel.
  • Indemnification claims and negotiations with insurers.
  • The elimination of seller risk post-closing; absence of any retention responsibility of seller.

SEGMENT 2:
Jonathan Gilbert, Senior Managing Director
Crystal & Company
  • What are areas of concern raised most frequently by RWI carriers (employ, tax, IP, international)?
  • Discuss potential for interplay between D&O insurance and RWI (Aljazeera media case)
  • How should insureds best manage claim process with insurance carrier?  When do interests align (e.g. seller indemnification)? 
  • While it is not recommended to purely focus on premium, what can an insured do to obtain lowest premium while still not compromising coverage, underwriting execution and contract certainty
  • How is the market in the U.S. different from ROW? 

SEGMENT 3:
Jay Rittberg, Managing Principal
Euclid Transactional, LLC
  • What are the challenges of these types of claims?
  • What causes an underwriter to take an exclusion?
  • Where do you see the use of insurance going and what are the most recent trends?
  • What are the keys to execution on underwriting?
  • How has the process of introducing R&W insurance into a deal changed?

Online CLE M&A Reps

Online CLE M&A Reps

James D. RosenerPartnerPepper Hamilton LLP

James D. Rosener is a partner in the Commercial Department of Pepper Hamilton LLP. Mr. Rosener heads the firm's International Practice Group, is managing partner of the New York office and has served as a member of the firm’s Executive Committee. His practice is devoted primarily to international transactions, private equity, mergers and acquisitions and corporate financing.

Mr. Rosener has represented domestic and foreign private equity funds in transactions in more than 70 countries throughout the world, including platform and follow-on acquisitions; distressed buyouts, including in bankruptcy; corporate carve-outs and restructurings. Within the corporate financing practice area, Mr. Rosener has represented domestic and foreign issuers in public offerings (both U.S. and foreign listings), venture and mezzanine capital raising and traditional bank financing transactions. Mr. Rosener regularly acts as international legal counsel to issuers and underwriters on off-shore public offerings in India, the United Kingdom and Europe.

Mr. Rosener also has extensive experience negotiating transactions with representation and warranty insurance and experience making claims under representation and warranty policies from a buyers perspective.

Online CLE M&A Reps

Jonathan GilbertSenior Managing DirectorCrystal & Company

Jonathan Gilbert is a Senior Managing Director in Crystal & Company’s Commercial Insurance Services unit, specializing in Private Equity. Jon has over 13 years of Mergers & Acquisitions insurance experience and leads Crystal & Company’s Private Equity/Mergers & Acquisition group. In addition to due diligence expertise, Jon has led insurance procurement initiatives for private equity firms nationwide, with a focus on reducing expense and increasing liquidity. Jon has worked with insurance markets to develop one-off risk transfer solutions to solve deal related issues, including insuring against breaches of representations & warranties and other contingent liabilities.

He brings a wealth of expertise regarding risk management issues and its financial impact to buyers including traditional leverage buyouts; public-to-private sales; debt/equity swap; asset sales out of bankruptcy; and corporate divestitures to name a few.   In 2014 Jon was named as one of M&A Advisors’ “40 Under 40” award recipients. And in 2015, Jon was named as of Business Insurance’s “40 under 40” award recipients.  Jonathan is a frequent speaker on Representations & Warranty Insurance and was recently featured in Buyouts magazine January 11, 2016 article on emerging trends regarding Representations & Warranty Insurance.

Prior to joining Crystal & Company, Jon was a Senior Vice President in Marsh’s Private Equity Mergers & Acquisitions Group.  Prior to Marsh, Jon was a senior Project Manager in Lockton’s Mergers & Acquisitions Group.  Jon began his career with multiple insurance carriers, last working for a subsidiary of Travelers Insurance Group, focused on drafting and amending Directors & Officers Liability policy documents. Jonathan also worked for Hartford Insurance Group, in the statutory accounting unit.

Jon received his Bachelor of Arts in Communications and Bachelor of Science in Finance and Economics from University of Hartford.

Online CLE M&A Reps

Jay RittbergManaging PrincipalEuclid Transactional, LLC

Jay Rittberg is Managing Principal of Euclid Transactional, LLC, a transactional insurance underwriting and claims handling company. Prior to joining Euclid Transactional in April 2016, Jay was Senior Vice President and Americas M&A Manager at a large international insurance company where he was responsible for managing the development, underwriting and marketing of transactional insurance products. Jay was also previously a corporate attorney at Schulte Roth & Zabel LLP, where he advised clients on a wide range of corporate matters.

Online CLE M&A Reps

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   Basic knowledge in M&A Representation and Warranties Insurance

Course Code:
   146420

NASBA Field of Study:
   Finance - Technical

NY Category of CLE Credit:
   Skills

Total Credits:
    1.5 CLE

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About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

Formed in 1890, Pepper Hamilton LLP is a multi-practice law firm with more than 450 lawyers nationally. The firm provides corporate, litigation and regulatory legal services to leading businesses, governmental entities, nonprofit organizations and individuals throughout the nation and the world.

The Corporate and Securities Practice Group of Pepper is committed to providing its clients with clear, imaginative, and practical advice in connection with all types of transactions including mergers and acquisitions, joint ventures and partnering arrangements, restructurings and reorganizations, and public and private securities offerings, venture capital and other financing transactions.

The firm also is experienced in advising corporations, boards of directors, board committees, individual directors, corporate officers and directors about corporate governance issues and related matters. In many instances, the group calls upon the members of other practice groups within the firm such as tax, real estate, labor, and employee benefits. The group also works closely with the intellectual property and antitrust practice groups in advising clients with respect to licensing and other transactions.

Website: https://www.pepperlaw.com/

Crystal & Company is a leading strategic risk and insurance advisor, addressing clients’ risk management, insurance brokerage, and employee benefits consulting needs. The firm is comprised of more than 400 professionals, each distinguished by their technical expertise and industry-specific knowledge, and driven by their passion for client service. Crystal & Company is headquartered in New York with 10 regional offices throughout the country, placing over $1 billion in premiums annually in the global insurance marketplace. Established in 1933, the company has sustained its independence through 83 years and three generations of Crystal family ownership and management.

Crystal & Company is a member of Brokerslink, a global alliance of leading independent insurance brokerages spanning more than 80 countries and 300 cities across the world.

Website: https://www.crystalco.com/

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.

Website: https://euclidtransactional.com/

James D. Rosener is a partner in the Commercial Department of Pepper Hamilton LLP. Mr. Rosener heads the firm's International Practice Group, is managing partner of the New York office and has served as a member of the firm’s Executive Committee. His practice is devoted primarily to international transactions, private equity, mergers and acquisitions and corporate financing.

Mr. Rosener has represented domestic and foreign private equity funds in transactions in more than 70 countries throughout the world, including platform and follow-on acquisitions; distressed buyouts, including in bankruptcy; corporate carve-outs and restructurings. Within the corporate financing practice area, Mr. Rosener has represented domestic and foreign issuers in public offerings (both U.S. and foreign listings), venture and mezzanine capital raising and traditional bank financing transactions. Mr. Rosener regularly acts as international legal counsel to issuers and underwriters on off-shore public offerings in India, the United Kingdom and Europe.

Mr. Rosener also has extensive experience negotiating transactions with representation and warranty insurance and experience making claims under representation and warranty policies from a buyers perspective.

Jonathan Gilbert is a Senior Managing Director in Crystal & Company’s Commercial Insurance Services unit, specializing in Private Equity. Jon has over 13 years of Mergers & Acquisitions insurance experience and leads Crystal & Company’s Private Equity/Mergers & Acquisition group. In addition to due diligence expertise, Jon has led insurance procurement initiatives for private equity firms nationwide, with a focus on reducing expense and increasing liquidity. Jon has worked with insurance markets to develop one-off risk transfer solutions to solve deal related issues, including insuring against breaches of representations & warranties and other contingent liabilities.

He brings a wealth of expertise regarding risk management issues and its financial impact to buyers including traditional leverage buyouts; public-to-private sales; debt/equity swap; asset sales out of bankruptcy; and corporate divestitures to name a few.   In 2014 Jon was named as one of M&A Advisors’ “40 Under 40” award recipients. And in 2015, Jon was named as of Business Insurance’s “40 under 40” award recipients.  Jonathan is a frequent speaker on Representations & Warranty Insurance and was recently featured in Buyouts magazine January 11, 2016 article on emerging trends regarding Representations & Warranty Insurance.

Prior to joining Crystal & Company, Jon was a Senior Vice President in Marsh’s Private Equity Mergers & Acquisitions Group.  Prior to Marsh, Jon was a senior Project Manager in Lockton’s Mergers & Acquisitions Group.  Jon began his career with multiple insurance carriers, last working for a subsidiary of Travelers Insurance Group, focused on drafting and amending Directors & Officers Liability policy documents. Jonathan also worked for Hartford Insurance Group, in the statutory accounting unit.

Jon received his Bachelor of Arts in Communications and Bachelor of Science in Finance and Economics from University of Hartford.

Jay Rittberg is Managing Principal of Euclid Transactional, LLC, a transactional insurance underwriting and claims handling company. Prior to joining Euclid Transactional in April 2016, Jay was Senior Vice President and Americas M&A Manager at a large international insurance company where he was responsible for managing the development, underwriting and marketing of transactional insurance products. Jay was also previously a corporate attorney at Schulte Roth & Zabel LLP, where he advised clients on a wide range of corporate matters.

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