Transactional Risk Insurance in M&A: Reps and Warranties, Contingent Liability and More
Leveraging Insurance to Allocate Risk and Protect Deal Value; Negotiating Coverage and Exclusions
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide deal counsel with a review of the latest trends in the use of transactional risk insurance as a strategic tool to allocate M&A deal risks to an insurer. The panel will discuss the different types of transactional risk insurance available - from representations and warranties to tax indemnity to successor liability to fraudulent conveyance - and the various situations in which each type is appropriate. The panel will also discuss the benefits and traps associated with each type of insurance and key considerations when negotiating coverage and exclusions.
Outline
- Current trends in transactional risk insurance
- Evaluating each type of transactional risk insurance
- Buy-side vs. sell-side policies
- Benefits and pitfalls
- Key considerations
- Negotiating coverage and exclusions
Benefits
The panel will review these and other key issues:
- What current trends should deal counsel be aware of with respect to transactional risk insurance?
- What are the potential benefits and pitfalls associated with the different types of transactional risk insurance?
- How can transactional risk insurance be used to mitigate deal risk and complete transactions?
- What are some of the key issues to consider when negotiating coverage and exclusions?
Faculty
Toria Lessman
VP, Underwriting Leader for Transactional Liability Practice
QBE North America
Ms. Lessman has more than a decade of insurance industry experience in product development and underwriting, primarily... | Read More
Ms. Lessman has more than a decade of insurance industry experience in product development and underwriting, primarily focused on management and professional liability coverage. In her current role, Ms. Lessman is responsible for underwriting, marketing and developing transactional insurance products, including representations and warranties insurance and tax liability insurance. In her previous role, Ms. Lessman was a key member of the Specialty Product Development Team, where she helped engineer the launch of 29 specialty insurance products.
CloseScarlet McNellie
Partner
Norton Rose Fulbright
Ms. NcNellie has experience representing public and private companies in the energy, insurance, technology, media,... | Read More
Ms. NcNellie has experience representing public and private companies in the energy, insurance, technology, media, healthcare, and banking sectors, in mergers, acquisitions, divestitures, and spin-off transactions, securities transactions including equity and debt offerings, tender offers, rights offerings and exchange offers, power and alternative energy transactions, compliance work with respect to federal and state securities laws and SEC, NYSE and Nasdaq rules and regulations, corporate governance matters, private equity transactions and venture capital investments.
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George H. Wang
Partner
Barton
Mr. Wang focuses his practice on mergers, acquisitions, joint ventures, investments and broad-scope business... | Read More
Mr. Wang focuses his practice on mergers, acquisitions, joint ventures, investments and broad-scope business transactions on behalf of clients in North America, Asia and Europe. He represents clients on domestic and cross-border M&As, private equity, venture capital and related transactions. He also serves as de facto general counsel for the U.S. operations of several global clients, providing his strategic legal experience in completing multijurisdictional M&A transactions as well as corporate, joint venture, strategic alliance and licensing matters and general legal advice.
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