Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
Do R&W Insurers Still Pay Claims? Following Up on Lowenstein’s 2020 Survey
What You Need To Know About Representation and Warranty Insurance
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Reps & Warranties Insurance Claims: Getting to “Yes”
Reps & Warranties Insurance: Sealing The Deal
Lessons for Health, Beauty & Wellness Companies [Part 3]: When to Consider Acquiring a Distressed Company
Six Things You Need to Know About Life Sciences M&A During and After COVID-19
Nota Bene Episode 27: The Gangbuster State of Private Equity and Merger and Acquisition Cycles in the U.S. with Luca Salvi
Addressing Environmental Issues in Real Estate Development
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...more
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
The use of representations and warranties insurance (RWI or R&W) has become increasingly mainstream. An estimated 75% of private equity transactions and 64% of larger strategic acquirers use it. Woodruff Sawyer’s R&W team...more
The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology...more
M&A dealmakers have been on a wild ride: from the pandemic-fueled rout in 2020 to 2021’s record-breaking recovery to a steep decline in 2023, the global M&A market has offered a masterclass in volatility. While global M&A...more
As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more
Is your M&A target a manufacturing company with automated production, a consumer products business with online sales and marketing or an education company that creates content for students? The increasing use and development...more
It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more
Explore the landscape of the M&A Market and its impact on RWI with Woodruff Sawyer’s Emily Maier and Yelena Dunaevsky in this video. They examine both the broader trends and finer nuances shaping the Reps & Warranties...more
In HControl Holdings v. Antin Infrastructure Partners, a Delaware court recently held that the buyer could terminate without closing its agreement to acquire a target company for $250 million. Due to a $215,000 ownership...more
In 2023, overall mergers & acquisitions (M&A) deal volume was much slower than in prior years; however, as expected, there was a surge in claims during this period. From mid-2020 through mid-2022, we saw a large uptick in...more
As buyers seek acquisition opportunities worldwide, they often encounter sellers resistant to accepting meaningful (if any) liabilities for potential pre-closing exposures, causing buyers to look to the insurance market for...more
Environmental, social, and governance (ESG) considerations are playing an increasingly important role in M&A transactions. In any given deal, however, it can be challenging to assess ESG factors, to perform ESG due diligence,...more
Representations and Warranties Insurance (RWI) has increasingly become a tool employed by both Buyers and Sellers to shift away from the traditional indemnification model of escrows or other mechanisms that could tie up...more
In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more
Now that we are halfway through 2023, it’s a good time for a representations and warranties (R&W) claims trend update. Overall, the rate of claims has been relatively consistent with previous years, while the number of claims...more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
The representation and warranty insurance market across the United States and warranty and indemnity insurance market throughout Europe (collectively referred to herein as “RWI”) are rapidly evolving in light of the...more
With March now squarely in the rearview mirror, we thought it was time to look at the first quarter of 2023 from a historical perspective in terms of pricing and retentions and to discuss some emerging trends....more
In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Employee Benefits and Executive Compensation Group, Simon Sharpe, partner and member of our Private Equity and Mergers & Acquisitions groups and...more
Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more
Clients and potential clients often ask me, “What is the smallest deal you can work with?” I explain that representations and warranties (R&W) insurance usually doesn’t have to do with the deal size; it has everything to do...more
With 2022 fully in the rearview mirror, we would like to highlight some trends we expect to see continuing into 2023. The economy continues to face tremendous uncertainty. According to the World Bank’s Global Economic...more
In 2022, we saw a higher percentage of minority investments from our strategic company and private equity clients. We expect this trend to continue in 2023. Investing less in an individual company lessens the potential...more