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Representations & Warranties Insurance
Example Stock Purchase Agreement
Navigating Corporate Transaction Insurance
In the world of corporate transactions, risk mitigation and deal facilitation are paramount. One indispensable tool used by both buyers and sellers is Corporate Transaction Insurance (“CTI”). This article and the accompanying presentation by the authors aim to demystify CTI, shedding light on its various forms and highlighting its impact on M&A deals. Especially in the last two decades, CTI has emerged as an alternative to the tools used to secure indemnification obligations in corporate transactions, enabling buyers and sellers to pursue their objectives with greater confidence. For sellers, CTI is a potent tool to attract competitive offers, assuage post-closing anxieties, and reduce clawback risks. Buyers, on the other hand, can use CTI to bolster their bids, safeguard relationships, and secure remedies for unforeseen issues. For both parties, CTI is often used to facilitate successful negotiations and eliminate potential obstacles to closing a transaction, such as protecting against unanticipated and unknown breaches of representations and warranties.The topics covered in this article consist of a primer on the most commonly used CTI, Representations and Warranties Insurance, followed by a brief discussion of other crucial and emerging forms of CTI. Contingent Risk Insurance, Tax Insurance, Environmental Insurance, and Litigation Insurance each play a pivotal role in addressing known risks, ensuring the smooth flow of corporate transactions, and mitigating potential roadblocks that may get in the way of closing a transaction. Each of these types of CTI could be the subject of a longer, more in-depth presentation.We hope this article and our presentation serve as a valuable introduction to this topic, and we have made an effort to incorporate footnotes that refer readers to more comprehensive materials should they wish to explore the subject of CTI in greater depth.
Insurance Strategies
Insurance strategies with respect to mergers & acquisitions and contracts (specifically for additional insureds and indemnity provisions). PowerPoint slides.
Think Insurance: Practical Tips for Maximizing Traditional Liability and Property Insurance Claims
The Affordable Care Act Overview - Understanding Healthcare Reform to Counsel Your Clients to Navigate Through the Morass
The Patient Protection and Affordable Care Act (PPACA), commonly called the Affordable Care Act (ACA) may be the most significant regulatory overhaul of the U.S. healthcare system since the passage of Medicare and Medicaid in 1965. ACA was enacted with the goals of increasing the quality, affordability and availability of health insurance through online healthcare exchanges, now called Marketplaces.
What Every Young and Growing Business Needs to Know About Insurance
Starting and growing a new business necessarily means taking on risk. But that risk can be significantly reduced through purchasing—and taking advantage of—the proper insurance. Each business presents a unique set of exposures and financial circumstances. For instance, young businesses have different needs than established ones, and requirements vary significantly from industry to industry. Moreover, even the same company can have vastly different needs as time goes, necessitating risk management plans that can adapt as the business grows and changes. While the specific coverages and limits that a business needs will vary, though, one critical thing remains the same: Policyholders must have a working knowledge of their rights and responsibilities. If they fail to understand what coverage they have purchased—and the conditions required to actually obtain coverage—a valuable investment is lost.
Employment Practices: Insurance and Insurance for Nonsubscribers
Employment Practices: Insurance and Insurance for Nonsubscribers
Article: Cryptocurrencies - To insure or not to insure?
Article discussing insuring cryptocurrency and EU's new 5AMLD to bring cryptocurrency under traditional AML requirements.
Insurance 101
Every provision of a lease or contract is either (a) restating the rule that would be supplied by the court in the absence of the provision (the “common law”) or is supplied by statute or (b) is expressly shifting a risk from one party (the “protected party”) to the other (the “protecting party”), to the extent permitted by common law and statute. The most common method of risk management are through contractual provisions for (1) indemnity, (2) insurance and (3) waiver of subrogation (aka the “three legged stool”). Neglecting any one of these three risk management legs may result in a failed risk management program.
Insurance 201
Risk allocation provisions are contained in all contracts. They are used in an attempt to assure the intended economic objectives of the “deal.” The success of an entity’s approach to contractual risk transfer can be considered successful if it meets the following criteria: Risks retained are appropriate and affordable; Risk as an element of the overall transaction and negotiation is incorporated at the onset; Indemnity, insurance, and other pertinent conditions are not so onerous that contact negotiations drag on unnecessarily delaying the transaction or necessitating the use of second-rate service providers to accomplish the contract’s purpose; Contractual conditions allocating risk are not so onerous that a court disallows their operation at a future point in time; Insurance requirements are clear, using recognized terms that can be interpreted both at the time the contract is negotiated and in possible future disputes; Insurance and other support for the indemnity is in place when a loss occurs; A thorough insurance monitoring process keeps the transferee in compliance with the insurance requirements; and/or The performance of the contract is monitored and regularly evaluated. Every provision of a lease or contract is either (a) restating the rule that would be supplied by the court in the absence of the provision (the “common law”) or is supplied by statute or (b) is expressly shifting a risk from one party (the “party to be protected”) to the other (the “protecting party”), to the extent permitted by common law and statute. The most common method of risk management are through contractual provisions for (1) indemnity, (2) insurance and (3) waiver of subrogation (aka the “three legged stool”). Neglecting any one of these three risk management legs may result in a failed risk management program.