1) Insurance solutions can offer a more cost-effective alternative to escrow arrangements for managing financial risk in mergers and acquisitions by taking the long-tail risk out of a transaction.
2) Warranty and indemnity insurance can enable truly "clean exits" for sellers and remove concerns for buyers over issues like indemnity caps or periods.
3) The insurance market for M&A deals offers capacity over £100M from 6-7 underwriters and competitive premiums of 1-4% of the limit of indemnity.
The Real Deal Webinar Series: Negotiating Favorable Representation and Warran...Winston & Strawn LLP
This edition of The Real Deal includes a discussion of a number of key negotiated policy terms that impact a buyer’s ability to recover under RWI policies, as well as Winston’s experience litigating these claims and how that has translated into more favorable policy terms for our clients.
Why Use Transaction Liability Insurance in 2016?Graeme Cross
Transaction Liability Insurance “TL” products (covering Representations and Warranties, Tax, Litigation and other Contingent risks) have emerged not only as viable alternatives to an escrow or indemnity in any deal structure, but as a staple of the M&A landscape. TL is a relied-upon deal tool for lawyers, bankers, investors, and M&A practitioners to allocate risk out of a deal into the insurance markets for a fixed cost. This ability to manage and allocate risk on the front end of a deal has allowed buyers to bid more aggressively and sellers to extract more funds at closing.
Claims by acquirers sellers and unsuccessful biddersPolsinelli PC
The third webinar presentation in the M&A Litigation Series examines M&A-related disputes that arise between and among contracting parties and unsuccessful bidders. These disputes are discussed with reference to remedy provisions and representations and warranties contained in merger agreements, as well as with respect to merger-related letters of intent and memoranda of understanding. Contract remedies as well as equitable remedies (such as specific enforcement) are addressed.
This webinar will discuss:
Contract Indemnity
Breaches of Representations and Warranties
Specific Performance
Liabilities Under Letters of Intent and Memorandums of Understanding
ON OUR PANEL:
Matthew Knoop | Shareholder
Mary Bannister | Shareholder
Robert Spake | Associate
Michael Marick - Breaking down barriers in policyholder- insurer disputes ove...Michael Marick
Corporate policyholders/insureds who have been sued share a common interest with their liability insurers—successfully defending those lawsuits. Yet insureds and insurers often disagree on the choice of defense counsel and how much the insurer must pay toward legal bills. These disputes are costly and, in most instances, can be avoided.
The Real Deal Webinar Series: Negotiating Favorable Representation and Warran...Winston & Strawn LLP
This edition of The Real Deal includes a discussion of a number of key negotiated policy terms that impact a buyer’s ability to recover under RWI policies, as well as Winston’s experience litigating these claims and how that has translated into more favorable policy terms for our clients.
Why Use Transaction Liability Insurance in 2016?Graeme Cross
Transaction Liability Insurance “TL” products (covering Representations and Warranties, Tax, Litigation and other Contingent risks) have emerged not only as viable alternatives to an escrow or indemnity in any deal structure, but as a staple of the M&A landscape. TL is a relied-upon deal tool for lawyers, bankers, investors, and M&A practitioners to allocate risk out of a deal into the insurance markets for a fixed cost. This ability to manage and allocate risk on the front end of a deal has allowed buyers to bid more aggressively and sellers to extract more funds at closing.
Claims by acquirers sellers and unsuccessful biddersPolsinelli PC
The third webinar presentation in the M&A Litigation Series examines M&A-related disputes that arise between and among contracting parties and unsuccessful bidders. These disputes are discussed with reference to remedy provisions and representations and warranties contained in merger agreements, as well as with respect to merger-related letters of intent and memoranda of understanding. Contract remedies as well as equitable remedies (such as specific enforcement) are addressed.
This webinar will discuss:
Contract Indemnity
Breaches of Representations and Warranties
Specific Performance
Liabilities Under Letters of Intent and Memorandums of Understanding
ON OUR PANEL:
Matthew Knoop | Shareholder
Mary Bannister | Shareholder
Robert Spake | Associate
Michael Marick - Breaking down barriers in policyholder- insurer disputes ove...Michael Marick
Corporate policyholders/insureds who have been sued share a common interest with their liability insurers—successfully defending those lawsuits. Yet insureds and insurers often disagree on the choice of defense counsel and how much the insurer must pay toward legal bills. These disputes are costly and, in most instances, can be avoided.
Representations and Warranties Claims ReportEmily Maier
Great data from the AIG Reps and Warranties Team. When do claims on reps and warranties happen? What type of breaches happen most? Do big deals or small deals have the most claims.
1-The Basics Parts of an Insurance Contract
Declarations
Definitions
Insuring Agreement
Exclusions
Conditions
Deductibles
Miscellaneous Provisions
Insured
Rider And Endorsement
2-COINSURANCE
A coinsurance formula is used to determine the
amount paid for a covered loss. The coinsurance for-
mula is as follows:
(Amount of insurance carried/Amount of insurance required) * Loss = Amount of recovery
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions:...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the bankruptcy code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2020/
Ethical Issues In The Tripartite Relationshipamystewart
PowerPoint presentation addressing the ethical issues confronted by lawyers involved in the tripartite relationship between the insurer, the insured and defense counsel
Risk Apportionment in the Purchase and Sale TransactionNow Dentons
In this presentation, FMC’s Leanne Krawchuk discusses risk apportionment in the purchase and sale transaction, including:
- Representations and Warranties
- Indemnity Clauses and Limitations
- Purchase Price Adjustments and Holdbacks/Escrow
- Maximize the Value Proposition
- Due Diligence
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions ...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the Bankruptcy Code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. For 2021, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on purchasing such assets. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2021/
Jimmy Gentry presents "Markets: An Overview" during Reynolds Business Journalism Week 2013.
Reynolds Business Journalism Week is an all-expenses-paid seminar for journalists hoping to enhance their business coverage, and for professors hoping to enhance or create business journalism courses at their schools.
For more information about business journalism training, please visit businessjournalism.org.
Introduction to testing with MSTest, Visual Studio, and Team Foundation Serve...Thomas Weller
Intro to the MSTest framework (aka. Visual Studio Unit Testing), some additional tools (e.g. Moq, Moles, White), how this is supported in Visual Studio, and how it integrates into the broader context of the TFS environment.
You eat food but taste perceptions. Tasting is as much about the brain as it is about taste buds and the tongue. Discover how expectations shape your experience of taste.
Representations and Warranties Claims ReportEmily Maier
Great data from the AIG Reps and Warranties Team. When do claims on reps and warranties happen? What type of breaches happen most? Do big deals or small deals have the most claims.
1-The Basics Parts of an Insurance Contract
Declarations
Definitions
Insuring Agreement
Exclusions
Conditions
Deductibles
Miscellaneous Provisions
Insured
Rider And Endorsement
2-COINSURANCE
A coinsurance formula is used to determine the
amount paid for a covered loss. The coinsurance for-
mula is as follows:
(Amount of insurance carried/Amount of insurance required) * Loss = Amount of recovery
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions:...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the bankruptcy code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2020/
Ethical Issues In The Tripartite Relationshipamystewart
PowerPoint presentation addressing the ethical issues confronted by lawyers involved in the tripartite relationship between the insurer, the insured and defense counsel
Risk Apportionment in the Purchase and Sale TransactionNow Dentons
In this presentation, FMC’s Leanne Krawchuk discusses risk apportionment in the purchase and sale transaction, including:
- Representations and Warranties
- Indemnity Clauses and Limitations
- Purchase Price Adjustments and Holdbacks/Escrow
- Maximize the Value Proposition
- Due Diligence
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions ...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the Bankruptcy Code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. For 2021, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on purchasing such assets. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2021/
Jimmy Gentry presents "Markets: An Overview" during Reynolds Business Journalism Week 2013.
Reynolds Business Journalism Week is an all-expenses-paid seminar for journalists hoping to enhance their business coverage, and for professors hoping to enhance or create business journalism courses at their schools.
For more information about business journalism training, please visit businessjournalism.org.
Introduction to testing with MSTest, Visual Studio, and Team Foundation Serve...Thomas Weller
Intro to the MSTest framework (aka. Visual Studio Unit Testing), some additional tools (e.g. Moq, Moles, White), how this is supported in Visual Studio, and how it integrates into the broader context of the TFS environment.
You eat food but taste perceptions. Tasting is as much about the brain as it is about taste buds and the tongue. Discover how expectations shape your experience of taste.
This official textbook of the European Association of Echocardiography (EAE) serves the educational requirements of cardiologists and all clinical medical professionals, underpinning the structural training in the field in accordance with EAE aims and goals, and reflecting the EAE Core Syllabus. Published in partnership with the European Society of Cardiology, and written by a team of expert authors from across Europe, it is a valuable resource to support not only those with an interest in echocardiography but specifically those seeking the information needed for accreditation and training through the EAE.
What's wrap up insurance and do i need it FernandoCourts
Wrap-up insurance is the ideal liability policy that guarantees your coverage incorporates everything you need on those multi-million-dollar jobs. If you are primed to take on significant projects, it's time to start considering wrap-up insurance.
Hidden Insurance Coverage Risks of Mergers and AcquisitionsCBIZ, Inc.
Mergers and acquisitions have increased as leaders look to accelerate growth and gain market share. As these transactions happen in a more condensed time frame than ever before, all parties are rushed to perform a proper due diligence. Don’t let a merger or acquisition void your insurance coverage. This article addresses the potential hidden M&A insurance risks and liabilities you should consider.
Risk intelligence: How to reliably mitigate transaction risk and secure clean...Graeme Cross
This risk intelligence white paper is part of a series of publications from Aon Strategic Advisors & Transaction Solutions (ASATS). The series focuses on risk management and mitigation and is specifically created to help:
• Chief executives and corporate management board members pursuing growth strategies through M&A, or divesting
• Corporate tax managers, development officers and legal counsel responsible for planning, overseeing and / or delivering planned value from M&A
• Chief executive and chief financial officers of private-equity backed portfolio companies
• Private equity executives, portfolio managers and risk officers
• Corporate finance, accounting, tax and legal advisors servicing corporate and private
equity clients
(http://optimuminsurance.com.au/Blog/tabid/158/ArticleID/6/The-benefits-of-engaging-an-insurance-broker.aspx) - We ask you to consider the following which should help you make a better informed decision:
The Real Deal Webinar Series: Representation & Warranty InsuranceWinston & Strawn LLP
The 2014 market for M&A deals in the U.S. remains strong, with the first three quarters of 2014 being some of the most active quarters since the 2008 financial collapse. Representation and warranty insurance (“R&W insurance”) is providing both buyers and sellers with the opportunity to best position themselves in this very competitive market.
Credit insurance common misconceptions and can it be a useful tool finalIgor Zax (Zaks)
Igor Zax, Managing Director of Tenzor Ltd. presented 4-th of November 2014 a webcast “Credit Insurance: Common Misconceptions, and Can it Be a Useful Tool”, hosted by Commercial Finance Association (CFA), the international trade association dedicated to the asset-based lending and factoring industries.
The webcast was attended by major banks, asset based lenders, export credit agencies, insurance brokers and credit insurers
Basics of Insurance by RapidValue SolutionsRapidValue
This presentation explains the process of Insurance in a very Simplistic and schematic way. It starts with the definition of Insurance and moves onto the types of insurance like life insurance, general insurance, P&C insurance, Auto insurance etc. It explains the insurance industry sales channels and the customer purchase process. The presentation also looks to explain the claims process. It suggests, citing statistics from various sources, that insurance industry will have to go thorough digital transformation as it will benefit both the insurers and the customers.
Exploring Abhay Bhutada’s Views After Poonawalla Fincorp’s Collaboration With...beulahfernandes8
The financial landscape in India has witnessed a significant development with the recent collaboration between Poonawalla Fincorp and IndusInd Bank.
The launch of the co-branded credit card, the IndusInd Bank Poonawalla Fincorp eLITE RuPay Platinum Credit Card, marks a major milestone for both entities.
This strategic move aims to redefine and elevate the banking experience for customers.
how to sell pi coins on Bitmart crypto exchangeDOT TECH
Yes. Pi network coins can be exchanged but not on bitmart exchange. Because pi network is still in the enclosed mainnet. The only way pioneers are able to trade pi coins is by reselling the pi coins to pi verified merchants.
A verified merchant is someone who buys pi network coins and resell it to exchanges looking forward to hold till mainnet launch.
I will leave the telegram contact of my personal pi merchant to trade with.
@Pi_vendor_247
The Evolution of Non-Banking Financial Companies (NBFCs) in India: Challenges...beulahfernandes8
Role in Financial System
NBFCs are critical in bridging the financial inclusion gap.
They provide specialized financial services that cater to segments often neglected by traditional banks.
Economic Impact
NBFCs contribute significantly to India's GDP.
They support sectors like micro, small, and medium enterprises (MSMEs), housing finance, and personal loans.
how to swap pi coins to foreign currency withdrawable.DOT TECH
As of my last update, Pi is still in the testing phase and is not tradable on any exchanges.
However, Pi Network has announced plans to launch its Testnet and Mainnet in the future, which may include listing Pi on exchanges.
The current method for selling pi coins involves exchanging them with a pi vendor who purchases pi coins for investment reasons.
If you want to sell your pi coins, reach out to a pi vendor and sell them to anyone looking to sell pi coins from any country around the globe.
Below is the contact information for my personal pi vendor.
Telegram: @Pi_vendor_247
How to get verified on Coinbase Account?_.docxBuy bitget
t's important to note that buying verified Coinbase accounts is not recommended and may violate Coinbase's terms of service. Instead of searching to "buy verified Coinbase accounts," follow the proper steps to verify your own account to ensure compliance and security.
how can i use my minded pi coins I need some funds.DOT TECH
If you are interested in selling your pi coins, i have a verified pi merchant, who buys pi coins and resell them to exchanges looking forward to hold till mainnet launch.
Because the core team has announced that pi network will not be doing any pre-sale. The only way exchanges like huobi, bitmart and hotbit can get pi is by buying from miners.
Now a merchant stands in between these exchanges and the miners. As a link to make transactions smooth. Because right now in the enclosed mainnet you can't sell pi coins your self. You need the help of a merchant,
i will leave the telegram contact of my personal pi merchant below. 👇 I and my friends has traded more than 3000pi coins with him successfully.
@Pi_vendor_247
Empowering the Unbanked: The Vital Role of NBFCs in Promoting Financial Inclu...Vighnesh Shashtri
In India, financial inclusion remains a critical challenge, with a significant portion of the population still unbanked. Non-Banking Financial Companies (NBFCs) have emerged as key players in bridging this gap by providing financial services to those often overlooked by traditional banking institutions. This article delves into how NBFCs are fostering financial inclusion and empowering the unbanked.
how to sell pi coins at high rate quickly.DOT TECH
Where can I sell my pi coins at a high rate.
Pi is not launched yet on any exchange. But one can easily sell his or her pi coins to investors who want to hold pi till mainnet launch.
This means crypto whales want to hold pi. And you can get a good rate for selling pi to them. I will leave the telegram contact of my personal pi vendor below.
A vendor is someone who buys from a miner and resell it to a holder or crypto whale.
Here is the telegram contact of my vendor:
@Pi_vendor_247
Even tho Pi network is not listed on any exchange yet.
Buying/Selling or investing in pi network coins is highly possible through the help of vendors. You can buy from vendors[ buy directly from the pi network miners and resell it]. I will leave the telegram contact of my personal vendor.
@Pi_vendor_247
The European Unemployment Puzzle: implications from population agingGRAPE
We study the link between the evolving age structure of the working population and unemployment. We build a large new Keynesian OLG model with a realistic age structure, labor market frictions, sticky prices, and aggregate shocks. Once calibrated to the European economy, we quantify the extent to which demographic changes over the last three decades have contributed to the decline of the unemployment rate. Our findings yield important implications for the future evolution of unemployment given the anticipated further aging of the working population in Europe. We also quantify the implications for optimal monetary policy: lowering inflation volatility becomes less costly in terms of GDP and unemployment volatility, which hints that optimal monetary policy may be more hawkish in an aging society. Finally, our results also propose a partial reversal of the European-US unemployment puzzle due to the fact that the share of young workers is expected to remain robust in the US.
where can I find a legit pi merchant onlineDOT TECH
Yes. This is very easy what you need is a recommendation from someone who has successfully traded pi coins before with a merchant.
Who is a pi merchant?
A pi merchant is someone who buys pi network coins and resell them to Investors looking forward to hold thousands of pi coins before the open mainnet.
I will leave the telegram contact of my personal pi merchant to trade with
@Pi_vendor_247
The secret way to sell pi coins effortlessly.DOT TECH
Well as we all know pi isn't launched yet. But you can still sell your pi coins effortlessly because some whales in China are interested in holding massive pi coins. And they are willing to pay good money for it. If you are interested in selling I will leave a contact for you. Just telegram this number below. I sold about 3000 pi coins to him and he paid me immediately.
Telegram: @Pi_vendor_247
when will pi network coin be available on crypto exchange.DOT TECH
There is no set date for when Pi coins will enter the market.
However, the developers are working hard to get them released as soon as possible.
Once they are available, users will be able to exchange other cryptocurrencies for Pi coins on designated exchanges.
But for now the only way to sell your pi coins is through verified pi vendor.
Here is the telegram contact of my personal pi vendor
@Pi_vendor_247
what is the future of Pi Network currency.DOT TECH
The future of the Pi cryptocurrency is uncertain, and its success will depend on several factors. Pi is a relatively new cryptocurrency that aims to be user-friendly and accessible to a wide audience. Here are a few key considerations for its future:
Message: @Pi_vendor_247 on telegram if u want to sell PI COINS.
1. Mainnet Launch: As of my last knowledge update in January 2022, Pi was still in the testnet phase. Its success will depend on a successful transition to a mainnet, where actual transactions can take place.
2. User Adoption: Pi's success will be closely tied to user adoption. The more users who join the network and actively participate, the stronger the ecosystem can become.
3. Utility and Use Cases: For a cryptocurrency to thrive, it must offer utility and practical use cases. The Pi team has talked about various applications, including peer-to-peer transactions, smart contracts, and more. The development and implementation of these features will be essential.
4. Regulatory Environment: The regulatory environment for cryptocurrencies is evolving globally. How Pi navigates and complies with regulations in various jurisdictions will significantly impact its future.
5. Technology Development: The Pi network must continue to develop and improve its technology, security, and scalability to compete with established cryptocurrencies.
6. Community Engagement: The Pi community plays a critical role in its future. Engaged users can help build trust and grow the network.
7. Monetization and Sustainability: The Pi team's monetization strategy, such as fees, partnerships, or other revenue sources, will affect its long-term sustainability.
It's essential to approach Pi or any new cryptocurrency with caution and conduct due diligence. Cryptocurrency investments involve risks, and potential rewards can be uncertain. The success and future of Pi will depend on the collective efforts of its team, community, and the broader cryptocurrency market dynamics. It's advisable to stay updated on Pi's development and follow any updates from the official Pi Network website or announcements from the team.
Introduction to Indian Financial System ()Avanish Goel
The financial system of a country is an important tool for economic development of the country, as it helps in creation of wealth by linking savings with investments.
It facilitates the flow of funds form the households (savers) to business firms (investors) to aid in wealth creation and development of both the parties
how can I sell pi coins after successfully completing KYCDOT TECH
Pi coins is not launched yet in any exchange 💱 this means it's not swappable, the current pi displaying on coin market cap is the iou version of pi. And you can learn all about that on my previous post.
RIGHT NOW THE ONLY WAY you can sell pi coins is through verified pi merchants. A pi merchant is someone who buys pi coins and resell them to exchanges and crypto whales. Looking forward to hold massive quantities of pi coins before the mainnet launch.
This is because pi network is not doing any pre-sale or ico offerings, the only way to get my coins is from buying from miners. So a merchant facilitates the transactions between the miners and these exchanges holding pi.
I and my friends has sold more than 6000 pi coins successfully with this method. I will be happy to share the contact of my personal pi merchant. The one i trade with, if you have your own merchant you can trade with them. For those who are new.
Message: @Pi_vendor_247 on telegram.
I wouldn't advise you selling all percentage of the pi coins. Leave at least a before so its a win win during open mainnet. Have a nice day pioneers ♥️
#kyc #mainnet #picoins #pi #sellpi #piwallet
#pinetwork
how can I sell pi coins after successfully completing KYC
Warranty Indemnity Jlt Capabilities
1. FINANCIAL RISKS
Warranty and Indemnity
Insurance – the
‘Clean Exit’ Solution
Taking the Long-Tail Risk out of a Transaction
In a challenging Mergers & Acquisitions (M&A) climate, there has been a steady increase
in the number of M&A deals where sellers are unwilling or unable to provide more than very
basic warranties and indemnities. Escrow arrangements are often set in place to protect
against unforeseen financial risk. However, escrows can be costly and have become less
favourable in the current economic climate. An ideal alternative may be found in insurance
solutions, which can offer a more cost effective route in a wide range of transactions.
In essence, insurance solutions can help when it comes to closing M&A deals.
JLT handles a multitude of risks and our experienced
brokers understand fully the underlying exposures of
the M&A market, as well as its drivers and economics.
Consequently, insurance cover is a suitable substitute for
a warranty and indemnity catalogue backed partly or in full,
by an escrow arrangement.
We have built a reputation for enabling private equity firms,
industrial companies and individuals to make potential deals
become reality. Whether you are a seller or a buyer, our
participation in the transaction process could result in
improved financial performance and a more productive
business environment.
‘Clean Exits’ and Entries
With the benefit of the Warranty and Indemnity insurance
we can provide, it is possible to make a truly 'clean exit'
when selling a company. The cover can protect the seller
from possible escrow entrapment and also safeguards
against potential calls on underlying guarantees. Similarly,
the buyer will no longer have to deal with issues such as
the creditworthiness of guarantees, or potential problems
with special purpose entities that are to be liquidated after
the deal closes. Potential concerns over short indemnity
periods, low indemnity caps or shortfalls in guarantees,
are also removed.
2. Fundamentally, the success of the insurance solution lies in understanding the
risks involved and formulating a tailor-made policy for each M&A scenario. This
means that we provide a much broader insurance strategy than simply insuring
traditional warranties and indemnities. It also means that specific indemnities,
extending well beyond single issues such as environmental liability, can be part
of an M&A driven insurance solution.
Low risk, large exposures
The M&A transaction poses a unique problem since the low probability of a
claim is stacked against the high severity of potential exposures. Sellers are
directly exposed to a range of escrow-release ‘triggers’ and buyers may face
issues with shortened indemnity periods or an indemnity cap resulting from a
bidding war. Since the spread of exposures for any buyer or seller is limited to
the number of transactions they undertake, it becomes far more economical to
let a designated risk handler manage the risk. An insurance solution results in
diversity, a strong balance sheet and reinsurance possibilities – in other words,
safety in numbers.
Competitive premiums
On average the premium cost for a typical transaction will be in the region of
1-4% of the limit of indemnity, however each deal will be rated according to it’s
own specific risk factor. The alternative cost for securing cash in an escrow
over the indemnity period is likely to be very much higher, bearing in mind the
risk transfer required should the deal result in a claim.
Vibrant Market Available for M&A Insurance
There are currently 6-7 underwriters which together offer capacity in excess of
£100M for primary coverage.
This competitive market ensures attractive alternatives and more diversified risk
management options for the insured as well as better terms, conditions and
advantageous premiums. Heightened competition also helps the market to
take a commercial approach should a claim occur.
Wide variety of products
You have access to a broad spectrum of covers encompassing both traditional
W&I Insurance and plans, which tackle both specific M&A problems and a raft
of indemnity related issues.
• Buyer’s policy – Financially driven
The buyer’s policy is driven more by the financials and deal tactics rather than
by risk. The preferred cover is ‘first party,’ meaning the claim will be made
directly against the insurer for losses resulting from a warranties and
indemnities breach. This product is increasingly being used in the market as
buyers discover that the insurance solution can play a significant role in
differentiating them from other bidders, as well as offering them a higher level
of protection.
• Seller’s policy - Risk mitigation
The seller’s policy is a ‘sleep-easy,’ traditional risk-transfer policy. It is mainly
used in situations where the buyer has insisted on a very high indemnity cap
or for a specific warranty and indemnity. A typical W&I Insurance solution will
provide cover between the escrow deposit and the agreed indemnity cap in
the Sale & Purchase Agreement (SPA).
3. Engage the broker immediately
Following the necessary confidentiality undertakings, JLT will assist you, as buyer
or seller, to bring all relevant parties up to speed with the W&I Insurance process.
We prefer to be involved at an early stage to set the scene in relation to the
insurance market. This also provides critical insight into how to close a
transaction supported by an insurance solution and how, in an increasing number
of cases, W&I Insurance can make the difference between closure or collapse
First quotes from the market
Once seller and buyer have negotiated a draft SPA, we will access the insurance
market. Our brokers will immediately analyse the programme’s insurability,
looking at each deal on its merits and approaching the most appropriate
insurance markets for a solution. As a result the insurers will present a non-
binding quote, drawing together all the data, including draft warranties and
indemnities, indemnity periods and caps, and general information on the parties
and their advisors. The quote can, thereafter, be rapidly converted to a binding
offer following the due-diligence process. Once you have the initial quotes from
the market, our brokers will work hand in hand with your transaction teams to
discuss with you the options for proceeding further.
Providing a binding insurance quote
The insurer of your choice is then engaged to provide a binding quote. An
engagement letter allows the potential insurer to perform the due diligence for the
transaction to be insured, normally through independent legal advisers. Following
this, an independent law firm may sometimes be engaged, assisted by the broker
and underwriter, which will scrutinise the deal terms and process data to the
satisfaction of the insurers’ underwriting requirements. In short, a DD on the DD.
In most cases, if the underlying transaction gets an indicative quote at day 4,
there is high probability that the quote will be converted to a binding offer,
following the due diligence phase.
Final SPA and insurance terms
The insurance team will work closely with the acquisition teams to update the
offer and ensure its validity throughout the negotiation process. The insurance
solution needs to be in force immediately when the final SPA is signed. If
covenants are drawn up between signing and closing, the insurance solution is
again updated at the time of closure, ensuring seamless cover throughout the
process.
Day1Day3-4Day5-10Day11to
signoff
Critical Timeline
The M&A environment can be a challenging time for both buyer and seller. Here at JLT, we
understand the need for timely solutions and action, guaranteeing that we shall work to the same
turnaround time scales expected from any professional advisors. Our input will streamline the
transaction process and ensure that you secure the right terms for your M&A deal.