HomeWebcastTransactional Risk Insurance in M&A: Tips & Tactics to Insure Your Deal
Online CLE Risk Insurance CLE

Transactional Risk Insurance in M&A: Tips & Tactics to Insure Your Deal

Live Webcast Date: Wednesday, October 25, 2017 from 12:00 pm to 1:30 pm (ET)
CLE Mergers and AcquisitionsCPE InsuranceRecording

Online CLE Risk Insurance

No M&A transaction is without a risk to either the buyer, the seller, or both. Unfortunately, traditional risk management tools and practices are no longer sufficient to deal with today's growing threats. 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 transactional risk insurance as a management tool. However, involved parties should carefully navigate the complexities of transactional risk insurance in M&A to avoid future potential pitfalls and post-closing erosion of value.

In this webcast, a panel of key thought leaders and professionals in M&A insurance will offer an in-depth analysis of the different types of transactional risk insurance and will discuss the benefits and pitfalls associated with each type. Speakers will also provide practical tips and real-world options on how to maximize deal valuations, enhance competitive bid process, and secure a done deal.

Key topics include:

  • Current Trends in Transactional Risk Insurance
  • Transactional Insurance in M&A Deals
  • Types of Transactional Liability Insurance
  • Buy-side vs. Sell-side Policies
  • Risk Management Solutions
  • Elements of Effective Risk Management Process
  • Exclusions and Limitations
  • Opportunities and Legal Challenges
  • Recent Trends and Developments

Agenda

Michael McGowan, Director – North America, Mergers & Acquisitions Insurance
XL Catlin

AND

Emily Maier, Vice President – Southern California
Woodruff-Sawyer & Co.

  1. New entrants into the market
  2. Pricing and retentions
  3. buy side vs sell side policies
  4. Other insurances - underlying policies
  5. Other insurances - other transactional products
  6. Exclusions standard versus deal specific
  7. Claims statistics and examples
  8. Length of coverage

Jonathan Gilbert, Senior Managing Director
Crystal & Company

  1. What are areas of concern raised most frequently by RWI carriers (employ, tax, IP, international)?
  2. Discuss potential for interplay between D&O insurance and RWI (Aljazeera media case)
  3. How should insureds best manage claim process with insurance carrier?  When do interests align (e.g. seller indemnification)?
  4. 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
  5. How is the market in the U.S. different from ROW
  6. What are the keys to execution on underwriting?
  7. How has the process of introducing R&W insurance into a deal changed and how has it impacted negotiations?

Who Should Attend

  • Underwriters
  • M&A Lawyers and Professionals
  • Insurance Companies
  • Insurance Professionals
  • Risk Managers
  • Deal Counsel
  • In-house Counsel
  • Other related professionals

Online CLE Risk Insurance

Michael McGowan, Director – North America, Mergers & Acquisitions Insurance
XL Catlin

AND

Emily Maier, Vice President – Southern California
Woodruff-Sawyer & Co.

  1. New entrants into the market
  2. Pricing and retentions
  3. buy side vs sell side policies
  4. Other insurances - underlying policies
  5. Other insurances - other transactional products
  6. Exclusions standard versus deal specific
  7. Claims statistics and examples
  8. Length of coverage

Jonathan Gilbert, Senior Managing Director
Crystal & Company

  1. What are areas of concern raised most frequently by RWI carriers (employ, tax, IP, international)?
  2. Discuss potential for interplay between D&O insurance and RWI (Aljazeera media case)
  3. How should insureds best manage claim process with insurance carrier?  When do interests align (e.g. seller indemnification)?
  4. 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
  5. How is the market in the U.S. different from ROW
  6. What are the keys to execution on underwriting?
  7. How has the process of introducing R&W insurance into a deal changed and how has it impacted negotiations?

Online CLE Risk Insurance

Online CLE Risk Insurance

Michael McGowanDirector - North America, Mergers & Acquisitions InsuranceXL Catlin

Mike McGowan joined XL Catlin in 2016 as Director of M&A Insurance in North America. Prior to XL Catlin, he served as Vice President for Chubb’s Transactional Risk practice, helping to lead the structuring and underwriting of Representations and Warranties insurance as well as other transaction-based products. He previously held positions as an M&A and Private Equity attorney both in-house at Focus Financial Partners, a middle-market financial services firm, and as an associate at the law firm Vinson & Elkins LLP. Mike received his undergraduate degree from Boston College and his J.D. from Duke University School of Law.

Online CLE Risk Insurance

Jonathan GilbertSenior Managing DirectorCrystal & Company

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 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 In 2016 Crystal & Company’s Mergers & Acquisition  Practice was voted best transactional risk advisor of the year.

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 on the insurance carrier side, 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 Risk Insurance

Emily MaierGroup Leader Transactional SolutionsWoodruff-Sawyer & Co.

Leading Woodruff-Sawyer & Co.’s Transactional  group, Emily provides    consultation and support to clients who wish to use the insurance market to limit the risks that arise from Mergers & Acquisitions activity. This includes Representations and Warranties, Tax Opinion Liability and Litigation Buy-Out coverages.

Emily’s deal experience spans both American and European deals.  Her    clients are as diverse as their locations.  She has worked with both Strategic and Private Equity buyers and sellers over a wide range of transaction sizes and industries.

Prior to joining Woodruff-Sawyer in the United States, Emily specialized in M&A   insurance transactions in leading brokerage firms in London, including Marsh, Howden and Heath Lambert.  Emily is a popular speaker and published author on the topic of Mergers & Acquisitions insurance.

You can view her recent writing for WS&Co.’s M&A Notebook blog at
https://wsandco.com/blog/ma-notebook/

Online CLE Risk Insurance

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   Basic knowledge in mergers and acquisition

Course Code:
   146739

NASBA Field of Study:
   Business Management & Organization

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.

XL Catlin. We’re here to help your business move forward. With an incredible blend of people, products, services and technology, we’re looking at risk in a new way. From insurance to reinsurance, we can help you find innovative answers for a changing world.

Our insurance and reinsurance companies provide property, casualty, professional and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises globally. Clients look to XL Catlin for answers to their most complex risks and to help move their world forward.

Powerful analytics, deeper insights, and market-leading technologies.  We at XL Catlin are open to new ideas and ready to take on difficult challenges — from the most familiar to the most complex.

You need innovative, creative solutions to your risks. We’re here to find them.

To learn more, visit xlcatlin.com.

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

Founded in 1918, Woodruff-Sawyer is one of the largest independent insurance brokerage and consulting firms in the nation, and serves as the broker of choice for thousands of companies ranging from growing start-ups to multinational corporations. As a 100% privately held firm, we manage our business for the long term and are committed to bringing value to our clients where it’s most important to them.

Website: https://wsandco.com/

Mike McGowan joined XL Catlin in 2016 as Director of M&A Insurance in North America. Prior to XL Catlin, he served as Vice President for Chubb’s Transactional Risk practice, helping to lead the structuring and underwriting of Representations and Warranties insurance as well as other transaction-based products. He previously held positions as an M&A and Private Equity attorney both in-house at Focus Financial Partners, a middle-market financial services firm, and as an associate at the law firm Vinson & Elkins LLP. Mike received his undergraduate degree from Boston College and his J.D. from Duke University School of Law.

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 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 In 2016 Crystal & Company’s Mergers & Acquisition  Practice was voted best transactional risk advisor of the year.

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 on the insurance carrier side, 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.

Leading Woodruff-Sawyer & Co.’s Transactional  group, Emily provides    consultation and support to clients who wish to use the insurance market to limit the risks that arise from Mergers & Acquisitions activity. This includes Representations and Warranties, Tax Opinion Liability and Litigation Buy-Out coverages.

Emily’s deal experience spans both American and European deals.  Her    clients are as diverse as their locations.  She has worked with both Strategic and Private Equity buyers and sellers over a wide range of transaction sizes and industries.

Prior to joining Woodruff-Sawyer in the United States, Emily specialized in M&A   insurance transactions in leading brokerage firms in London, including Marsh, Howden and Heath Lambert.  Emily is a popular speaker and published author on the topic of Mergers & Acquisitions insurance.

You can view her recent writing for WS&Co.’s M&A Notebook blog at
https://wsandco.com/blog/ma-notebook/

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