HomeWebcastThe Nuts and Bolts of Representations and Warranties Insurance in M&A Transactions
Online CLE M&A Transactions CLE

The Nuts and Bolts of Representations and Warranties Insurance in M&A Transactions

Live Webcast Date: Wednesday, September 05, 2018 from 12:00 pm to 1:00 pm (ET)
CLE Mergers and AcquisitionsCPE InsuranceRecording

Online CLE M&A Transactions

Join us for this Knowledge Group Online CLE M&A Transactions Webinar. Representations and warranties (R&W) insurance continuously gain popularity in today's merger and acquisition (M&A) environment. For the past years it has become a strategic tool more often used by companies when closing a deal. R&W insurance benefits both buyers and sellers in private middle-market M&A deals by offering an effective alternative to protracted negotiations resulting from disagreements over legal issues, thus, greatly minimizing exposure to third-party liabilities.

In this Webcast, a panel of thought leaders and professionals assembled by The Knowledge Group will provide the audience with an in-depth analysis of the fundamentals as well as important issues surrounding representations and warranties insurance in M&A transactions. They will present recent trends and developments affecting M&A deal transactions landscape. Speakers will also present practical tips and strategies to avoid prevalent risks and common pitfalls.

Key issues that will be covered in this course are:

  • Representations and Warranties Insurance: Legal Framework
  • Risk Management Strategies
  • Recent Trends and Developments
  • Common Risks and Pitfalls
  • Best Practices and Practical Tips
  • What Lies Ahead

Agenda

Sarah H. Mitchell, Counsel
Vinson & Elkins LLP
  • Basics of R&W insurance:  policy terms and conditions, what is covered, how it is placed and negotiated, and pricing mechanics (premium, deductible, limits)
  • Anatomy of an R&W claim:  how the claims process works, R&W insurance industry data on claims made and paid, and case studies of actual claims
  • Drafting considerations in M&A agreements:  seller-side considerations and buyer-side considerations
  • Latest trends in R&W insurance:  No seller indemnity deals with retention borne 100% by the buyer; increasing use of R&W insurance outside of private equity deals; new insurers entering the market; changes to standard exclusions

Jonathan Gilbert, Senior Managing Director
Alliant
  • Key trends in the insurance marketplace
  • Does size of transaction matter?
  • How are industries viewed directly amongst insurers?
  • What is important to understand about navigating claim process

Who Should Attend

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

Preview Podcast

Please click the podcast below to hear the speakers discuss the key topics for this webcast.

Online CLE M&A Transactions

Sarah H. Mitchell, Counsel
Vinson & Elkins LLP
  • Basics of R&W insurance:  policy terms and conditions, what is covered, how it is placed and negotiated, and pricing mechanics (premium, deductible, limits)
  • Anatomy of an R&W claim:  how the claims process works, R&W insurance industry data on claims made and paid, and case studies of actual claims
  • Drafting considerations in M&A agreements:  seller-side considerations and buyer-side considerations
  • Latest trends in R&W insurance:  No seller indemnity deals with retention borne 100% by the buyer; increasing use of R&W insurance outside of private equity deals; new insurers entering the market; changes to standard exclusions

Jonathan Gilbert, Senior Managing Director
Alliant
  • Key trends in the insurance marketplace
  • Does size of transaction matter?
  • How are industries viewed directly amongst insurers?
  • What is important to understand about navigating claim process

Online CLE M&A Transactions

Online CLE M&A Transactions

Sarah H. MitchellCounselVinson & Elkins LLP

Sarah is a member of the firm’s Litigation group. Her practice focuses primarily on representing policyholders with respect to insurance coverage matters. Sarah represents policyholders on claims under various lines of insurance and routinely advises policyholders on the insurance aspects of corporate transactions and ways to enhance coverage in connection with policy placements and policy renewals.

In addition to her insurance coverage practice, Sarah advises clients on indemnification agreements and contractual claims for indemnity.

Sarah’s practice also includes a variety of complex business and commercial litigation matters in both state and federal courts, as well as in domestic and foreign arbitrations. Sarah has represented clients from a variety of industries, including pharmaceutical, life sciences, private equity, banking, energy, real estate, communications, retail, restaurant, hospitality, financial services, and manufacturing companies.

Online CLE M&A Transactions

Jonathan GilbertSenior Managing DirectorAlliant

Jon Gilbert is a Senior Managing Director and leads Crystal & Company’s Mergers & Acquisitions practice. Jon has over 10 years of Private Equity Mergers & Acquisitions insurance experience. In addition to his due diligence expertise, Jon has led insurance procurement initiatives for private equity firms nationwide, with a focus on reducing expense and increasing liquidity. He 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. In 2014, Jon was named as one of M&A Advisors’ “40 Under 40” award recipients.

Online CLE M&A Transactions

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   Experience in Corporate Transactions

Course Code:
   147618

NY Category of CLE Credit:
   Areas of Professional Practice

Total Credit:
    1.0 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.

For over 100 years, Vinson & Elkins LLP has provided innovative and commercially-focused legal advice. V&E lawyers provide full-service solutions to sophisticated business enterprises around the world addressing the most challenging litigation, regulatory, and transactional matters in 15 offices around the world.

Website: https://www.velaw.com/home/

With a history dating back to 1925, Alliant Insurance Services is one of the nation’s leading distributors of diversified insurance products and services. Operating through a national network of over 70 offices, Alliant offers a comprehensive portfolio of services to clients for all risk management and employee benefits matters.  Alliant has over 3,400 employees nationwide and is amongst the top 11 insurance brokers in the U.S.  Alliant also has a robust Mergers & Acquisitions Practice with an extensive list of private equity clients, law firm clients and strategic acquirers.  In addition to transactional risk insurance, the M&A practice also serves as pre-close risk and employee benefits advisor for acquirers, lenders and minority investors.

Sarah is a member of the firm’s Litigation group. Her practice focuses primarily on representing policyholders with respect to insurance coverage matters. Sarah represents policyholders on claims under various lines of insurance and routinely advises policyholders on the insurance aspects of corporate transactions and ways to enhance coverage in connection with policy placements and policy renewals.

In addition to her insurance coverage practice, Sarah advises clients on indemnification agreements and contractual claims for indemnity.

Sarah’s practice also includes a variety of complex business and commercial litigation matters in both state and federal courts, as well as in domestic and foreign arbitrations. Sarah has represented clients from a variety of industries, including pharmaceutical, life sciences, private equity, banking, energy, real estate, communications, retail, restaurant, hospitality, financial services, and manufacturing companies.

Jon Gilbert is a Senior Managing Director and leads Crystal & Company’s Mergers & Acquisitions practice. Jon has over 10 years of Private Equity Mergers & Acquisitions insurance experience. In addition to his due diligence expertise, Jon has led insurance procurement initiatives for private equity firms nationwide, with a focus on reducing expense and increasing liquidity. He 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. In 2014, Jon was named as one of M&A Advisors’ “40 Under 40” award recipients.

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