Transactional Insurance: Best Tool to Close The Deal
Today’s buyers and sellers are more cautious when negotiating M&A deals as complex and difficult problems can unexpectedly surface. Insurance has become an increasingly popular tool among top dealmakers to help provide cover if the deal goes sour.Transactional insurance for representations and warranties, contingent liability, and tax indemnity are in high demand. Buyers and sellers find insurance to be an effective tool in resolving deal issues, particularly to protect post-closing erosion of value.Our distinguished panel of thought leaders will provide valuable information and analysis regarding why insurance is believed to be the best tool for closing the deal. We will also explore the issues and concerns about it, including:
- Different types of M&A insurance, its benefits and pitfalls
- Key considerations, negotiation strategy and process for using transactional insurance
- Transactional insurance’s impact on purchase price
- And a lot more!
Speakers’ Talking Points
- Introduction and big picture comments on the types of problems transactional insurance can address (differing interests of buyers and seller, winning auctions, protecting relationship, overcoming known issues). I will note that we will briefly discuss all 4 main types of transactional insurance but focus most of our time on R&W.- Jay Rittberg
- General description of products and evolution- Bill Monat, Glen Bailey, Howard Spilko, Jay Rittberg
- General Description- What does transactional insurance do? What are the Limits, Risks, Deductibles, Rates, Types of Deals it works for. Products for known vs. unknown issues. Seller vs. Buyer as insured. Bill Monat
- Evolution and rationale- Increased deal flow, product awareness, underwriting capacity, underwriting efficiency, and competition resulting in faster, cheaper product and increased purchasing activity. Glen Bailey
- How lawyers are now viewing the product in M&A deals for their clients and where it fits in with traditional M&A negotiations- Howard Spilko
- Who is buying i.e., PE, Family Businesses, Corporations? Repeat buyers-Jay Rittberg
- Process and Policy Negotiation-Ned Sander, Scott Goldstein
- Underwriting Process for R&W Insurance- What is the process? What do insurance underwriters focus on? Will it be an invasive process? When should we engage the markets? What are the key upfront structuring points?- Ned Sander
- Documentation and Policy Negotiation- Documentation issues, such as (i) scope of knowledge, (ii) conforming the policy conforms with the underlying covered agreement, (iii) defining the risk to be covered under the policy, and (iv) claims procedures under the policy. Coverage issues, such as (i) known vs. unknown liabilities, (ii) potential liabilities in the underlying agreement compared to the policy coverage, and (iii) policies issued to buyers vs. policies issued to sellers.– Scott Goldstein
- Specific Case Studies and Results (escrow reduction, bid winning, protecting a relationship, making deals happen that wouldn’t otherwise, Tax, Litigation Buyout)-Each speaker to cover a different case and the value the insurance added to the transaction. Please advise as to what case you would like to discuss.
- Claims- Scott Goldstein, Howard Spilko, Jay Rittberg
- Case study and comparison of legal claims against the other party to a transaction and legal claims against the insurer. Scott Goldstein
- R&W claims process- experts will be involved and it will be like proving a claim under an acquisition agreement-Howard Spilko
- Claims examples from Insurer- Jay Rittberg
Who Should Attend:
- M&A Investment Bankers
- M&A and Related Lawyers
- In house M&A practitioners
- Merger & Acquisition Specialists
- Insurance Attorneys
- Insurance advisers
- Insurance agencies
- Investment advisers
- Finance Executives
- Directors and Officers Senior Business Analysts
- General Counsel
- In-house Counsel
- Business Consultants
- Other related professionals
Jay Rittberg is responsible for managing the development, underwriting and marketing of transactional insurance products in the Americas, including representations and warranties insurance. Prior to his current role, Mr. Rittberg served as Division Counsel for the Merger and Acquisitions Insurance Group. Mr. Rittberg joined AIG in April 2007, after spending five years as an associate in the New York office of Schulte Roth & Zabel LLP, where he advised clients on a wide range of corporate matters, including corporate finance and mergers and acquisitions. He holds a J.D. from the University of Pennsylvania Law School and a B.S. in Industrial and Labor Relations from Cornell University.
Jay Rittberg is responsible for managing the development, underwriting and marketing of transactional insurance products in the Americas, including representations …
Scott J.F. Goldstein is of counsel in Sidley’s Chicago office. Mr. Goldstein’s practice is focused on a variety of corporate and regulatory matters relating to the insurance industry. Mr. Goldstein has represented various insurance and financial services entity clients in connection with mergers and acquisitions, divestitures, corporate reorganizations, joint ventures, venture capital transactions, complex reinsurance structures, alternative transaction structures, and other financial transactions including negotiation of insurance policy language in connection with transactions. Mr. Goldstein’s practice also is focused on the various regulatory aspects of the insurance industry, including insurance holding company system regulation, the regulation of insurance producers and administrators, the regulation of reinsurance and alternative risk financing structures, and insurance company investment regulation, including the use of derivative instruments by insurance companies. In that regard, Mr. Goldstein has represented various insurance companies, investment banks, and derivatives dealers with respect to insurance company investment transactions, including an insurance company’s derivatives transactions
Scott J.F. Goldstein is of counsel in Sidley’s Chicago office. Mr. Goldstein’s practice is focused on a variety of corporate …
Howard T. Spilko is a member of the firm’s Executive Committee. He has a diverse transactional-based practice with significant experience in domestic and cross-border mergers and acquisitions, joint ventures and alliances, and general corporate matters.Mr. Spilko works with a broad range of clients from well-known large multinational companies to private equity firms, hedge funds and entrepreneurial ventures across many different industries.He was recognized in Chambers USA (2007 through 2012) reports as a highly regarded leader in the corporate/M&A field, and was similarly distinguished in Legal 500 in 2008 through 2012. In these publications, Mr. Spilko has been described as a “renowned dealmaker,” a “hard-working,” “accomplished,” “excellent attorney,” a “great draftsman and a great problem-solver” and a “responsive” “attorney who produces fair-priced, impeccable legal work,” as well as an “excellent deal maker” and “someone who can bring both sides together in a difficult transactional environment.” Mr. Spilko regularly speaks and writes about mergers and acquisitions and joint ventures.
Howard T. Spilko is a member of the firm’s Executive Committee. He has a diverse transactional-based practice with significant experience …
PROFESSIONAL EXPERIENCE: Bill Monat has over 20 years of experience in the insurance industry and has been a leader in the transactional insurance market for nearly 15 years, with experience as a broker, underwriter and attorney. Bill has substantial experience developing, negotiating and marketing Representations & Warranties Insurance, Tax Insurance, Contingency Insurance and Loss Mitigation Insurance. Bill’s background, which includes several years as a practicing attorney, provides him with unique expertise in negotiating and drafting manuscript insurance contracts to insure indemnification and contingent risks in merger and acquisition transactions.CREDENTIALS: Prior to joining Willis, Bill served as a Managing Director at Aon and Equity Risk Partners, and practiced law for nearly 10 years, specializing in insurance coverage and litigation. While at Aon, Bill led M&A Risk Solutions for over 8 years, an underwriting facility backed Lloyd’s syndicates, and has extensive experience crafting Representations & Warranties and other transactional insurance products. Prior to attending law school, Bill worked as a Certified Public Accountant at an international accounting firm. Bill earned his B.B.A. in Accounting and J.D., with distinction, from the University of Iowa.
PROFESSIONAL EXPERIENCE: Bill Monat has over 20 years of experience in the insurance industry and has been a leader in …
Ned Sander led the formation of the Seattle office in 1999. Since that time, the Seattle office has grown to be the leading insurance services firm in the Pacific Northwest for the technology and life science industry, serving more than 500 clients in this sector.Ned leads the global services practice at AH&T and is responsible for strategic relationships with leaders in key foreign insurance markets in London, Bermuda, Hong Kong and Singapore. He also develops and oversees alliances with an international network of brokers to meet our clients’ global insurance needs.Ned personally handles clients in the technology, life science, manufacturing, nonprofit, financial institution, real estate and legal sectors. He focuses on growth-oriented, global operations with less than $750,000,000 in revenue, bringing them the expertise of an outsourced risk management professional to lead their insurance and risk management efforts.Prior to joining AH&T in 1999, Ned was the regional director for a national insurance brokerage in its Pacific Northwest technology practice.
Ned Sander led the formation of the Seattle office in 1999. Since that time, the Seattle office has grown to …
Glen has spent over 27 years in the insurance industry, bringing insight from an underwriting, brokerage/consulting, and entrepreneurial perspective. His background includes a specialized focus in the executive and professional liability area, encompassing financially-driven products and solutions including Directors’ & Officers’ Liability, Employment Practices Liability, Professional Liability, Fiduciary Liability, Crime Insurance, Network Risk/Cyber Liability, and Kidnap/Ransom Insurance.Glen started his career as an Executive Protection Department underwriter with Chubb, one of the nation’s largest insurers of executive liability products. After nine years with Chubb, Glen moved from underwriting to brokerage services when he joined Johnson & Higgins in Atlanta. Since that time, he has provided executive leadership as a Managing Director in the Executive Liability practices of Marsh, HRH, AmWINS and Aon.In his current role at Beecher Carlson, Glen is responsible for coordinating efforts and directly delivering Executive Liability’s services to clients and prospects in conjunction with Beecher Carlson’s retail offices nationwide.Glen is a 1984 graduate of Clemson University, where he earned a Bachelor of Science degree in Financial Management.
Glen has spent over 27 years in the insurance industry, bringing insight from an underwriting, brokerage/consulting, and entrepreneurial perspective. His …
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American International Group, Inc. (AIG) is a leading international insurance organization serving customers in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States.The Financial Lines division at AIG offers products that respond to the management and professional liability exposures of public, private and non-profit companies, including directors & officers (D&O), employment practices (EPL), errors and omissions (E&O), fiduciary (PTL), cyber risk, and crime.
About Sidley Austin LLP
Sidley Austin LLP is one of the world’s premier law firms with approximately 1,700 lawyers and 18 offices in North America, Europe, Asia and Australia. Sidley is one of only a few internationally recognized law firms to have a substantial, multi-disciplinary practice devoted to the insurance industry. We have more than 80 lawyers devoted exclusively to providing both transactional and dispute resolution services to the insurance industry, throughout the world. Our Insurance and Financial Services Group has an intimate knowledge of, and appreciation for, the insurance industry and its unique issues and challenges. Regular clients include many of the largest insurance and reinsurance companies, brokers, banks, investment banking firms and regulatory agencies for which we provide regulatory, corporate, capital markets, securities, M&A, private equity, insurance-linked securities, derivatives, tax, reinsurance dispute, class action defense, insolvency and other transactional and litigation services.
About Kramer Levin Naftalis & Frankel LLP
Kramer Levin Naftalis & Frankel LLP is a premier, full-service law firm with offices in New York, Silicon Valley and Paris. Firm lawyers are leading practitioners in their respective fields, who understand their clients’ businesses, demonstrate a strong focus on client service and offer innovative and practical solutions. The firm represents Global 1000 and emerging growth companies, institutions and individuals, across a broad range of industries. The Corporate Department of Kramer Levin handles virtually every type of complex corporate and securities transaction from public offerings and private placements to mergers, acquisitions, dispositions and joint ventures, while also providing the full range of general corporate law services from contract preparation to strategic counseling. It has extensive experience in corporate and financial transactions involving the insurance and reinsurance industries, including mergers, acquisitions and dispositions and related regulatory action; joint ventures; credit facilities; premium financing facilities; venture capital and strategic investments; work outs and distressed debt transactions; money management matters; and general corporate representation. The firm, its attorneys and practice groups have received the highest rankings, awards and honors for their work including from Best Lawyers, Chambers USA/ Global, Lawdragon 500, National Law Journal, BTI Client Service All-Star Team for Law Firms, Institutional Investor, Dealflow Media, Investment Dealers’ Digest, Legal 500 (US and European) and M&A Advisor, among many others. For more information, please visit www.kramerlevin.com.
About Willis Mergers & Acquisitions Group
Willis Group Holdings plc is a leading global risk advisor, insurance and reinsurance broker. With roots dating to 1828, Willis operates today on every continent with more than 17,000 employees in over 400 offices. Willis offers its clients superior expertise, teamwork, innovation and market-leading products and professional services in risk management and transfer. Our experts rank among the world’s leading authorities on analytics, modelling and mitigation strategies at the intersection of global commerce and extreme events. Find more information at our website, www.Willis.com, our leadership journal, Resilience, or our up-to-the-minute blog on breaking news,WilllisWire . Across geographies, industries and specialisms, Willis provides its local and multinational clients with resilience for a risky world.
About AH&T Insurance
AH&T Insurance is an insurance brokerage, risk management consulting, employee benefits, surety bond and retirement planning services organization dedicated to providing innovative solutions globally for business and individuals. AH&T is employee-owned and one of the largest independent insurance brokerages in the nation, with offices in the Washington, D.C., Seattle, Washington, and New York metro areas. AH&T is a partner of the RiskProNet and TechAssure global broker networks. For more information about AH&T, visit www.ahtins.com
About Beecher Carlson
Beecher Carlson is an insurance brokerage and risk management consulting firm focused on specific industries. Beecher Carlson strives to develop new and better insurance and risk management solutions and technologies to support business requirements and drive operational excellence. By leveraging deep risk management expertise, Beecher Carlson is able to help clients manage their business risks, protect and enhance their capital and fulfil their corporate mission. Beecher Carlson is a privately held company with its corporate office in Atlanta, GA. Beecher Carlson also maintains offices throughout the United States and in Bermuda.