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Business Organization Insurance Mergers & Acquisitions

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

CVS Health to Acquire Aetna

On December 3, 2017, CVS Health, a giant in the retail pharmacy industry, announced plans to acquire Aetna. Aetna is one of the largest medical insurers in the nation, servicing approximately 46.7 million people. Under the...more

Innovative Insurance Products Address Legal Issues in Public M&A

by Latham & Watkins LLP on

Dealmakers’ appetite for transactions involving publicly listed companies remains strong — 2016 saw an increase in deal volume, a trend which continues into 2017. However, deals remain challenging, partly due to limitations...more

New Jersey Federal Court Extends Coverage of Merged Bank's D&O Liability Insurance Policy To Surviving Bank

by Shearman & Sterling LLP on

On September 18, 2017, Judge John Michael Vazquez of the U.S. District Court of New Jersey granted summary judgment in favor of plaintiffs BCB Bancorp, Inc. (“BCB”) and the former directors and officers of Pamrapo Bancorp,...more

Warranty and Indemnity Insurance: Practical Pointers

by Latham & Watkins LLP on

Warranty and Indemnity (W&I) insurance, which seeks to bridge the gap between a buyer’s wish for deal protection and a seller’s desire for a clean exit, has become a common product in European M&A transactions. In our view,...more

The $100 Million Question is Answered With Extrinsic Evidence, Not Contra Proferentem

by Murtha Cullina on

Last October, we reported on the issues at stake in Gold v. Rowland, the class action that claims that Connecticut state employees were members entitled to shares of stock when their insurer, Anthem, demutualized in 2001. The...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Reps & Warranties Insurance In M&A Deals – Getting the Deal Done

by McGuireWoods LLP on

Note: This is the first in a series of posts that will discuss the use of RWI in Mergers & Acquisitions. Essential to a buyer’s and seller’s evaluation of the purchase and sale of a company is the allocation of...more

Top 10 Things Corporate Attorneys Should Know About Insurance

Almost every corporate transaction — mergers, purchase and sales, real estate matters, among others — involves some “insurance” related issues. They can range from simple “insurance requirements” in the corporate documents to...more

Anthem and Aetna Merger Trials Begin

by Baker Donelson on

While the election of Donald Trump as the nation's next president is clearly the biggest news in Washington over the last two months, for the insurance industry, big news has also been made at the federal district courthouse....more

Warranty and Indemnity Insurance – Is the Silver Bullet Beginning to Tarnish?

by Latham & Watkins LLP on

Warranty and indemnity (W&I) insurance products have been marketed as a “silver bullet,” which can bridge the gap between a buyer’s wish to receive proper deal protection and a seller’s aim of a clean exit. However, as the...more

An Overview of Representations and Warranties Insurance

by Mintz Levin on

The prospect of unknown business risks between buyers and sellers is often a major hurdle in mergers and acquisitions deal negotiations. Neither side wants to assume responsibility for issues such as financial statement...more

DOJ and States Challenge Health Insurer Mergers

by Baker Donelson on

Following more than a year of regulatory review, in late July 2016 the Department of Justice (DOJ) Antitrust Division and a number of states filed actions seeking to derail both the Anthem/Cigna and Aetna/Humana mergers. In...more

What’s New in the Revised Uniform Unclaimed Property Act?

by K&L Gates LLP on

The unclaimed property laws of most states are based in whole or in part on one of the multiple versions of the Uniform Unclaimed Property Act promulgated by the Uniform Law Commission. The Uniform Act was initially...more

DOJ Sues to Enjoin Two Large Health Insurer Mergers

by Williams Mullen on

In July 2015, health insurer mergers were announced between Anthem and Cigna and between Aetna and Humana. The effect of these mergers would elevate Anthem/Cigna to the #1 rank in size among national health insurers. ...more

DOJ Files Suit to Enjoin Health Insurance Industry Consolidation

by Arnall Golden Gregory LLP on

Last week, the United States Department of Justice’s Antitrust Section (DOJ) filed suit to enjoin two proposed mergers that would consolidate the nation’s five largest insurance companies into three. The DOJ argues that if...more

Health Insurer Mergers Draw Regulatory Opposition

by Baker Donelson on

In July 2015, Aetna announced its intention to acquire Humana, followed later that month by Anthem's announcement that it was acquiring Cigna. The deals are the largest insurance mergers ever proposed, and if consummated,...more

New York’s Highest Court Creates Exception to Pro Rata Allocation

by Cozen O'Connor on

On May 3, 2016, the New York Court of Appeals answered two certified questions posed by the Delaware Supreme Court regarding the appropriate allocation method for long-tail claims among successive excess carriers. The first...more

Individual Accountability and the SEC

From the 2016 PLUS D&O Symposium session “The DOJ, SEC and the New Era of Individual Accountability,” Helen Cantwell (Debevoise & Plimpton) and Stephanie Avakian, Esq. (U.S. Securities & Exchange Commission) discuss...more

Do You Have to Disclose a Government Investigation? Practical Considerations, Legal Standards, and Recent Case Law

by Goodwin on

After receiving an inquiry from a government agency, such as a subpoena, a Civil Investigative Demand (“CID”), or an informal request for information, public companies ask whether they must disclose publicly that they may be...more

Using representations and warranties insurance in global M&A deals: 8 questions and answers

by DLA Piper on

Negotiation over representations and warranties (R&W) and related indemnification provisions has always been particularly burdensome in M&A transactions, since buyers and sellers have naturally opposite incentives. Sellers...more

The Strategic Value of Transaction Insurance

by Bennett Jones LLP on

When we provided our thoughts on representation and warranty insurance (RWI) this time last year (Getting a Deal to Closing with Transaction Insurance), we anticipated that RWI would continue to grow in prevalence in the...more

"Indian Insurance Sector Welcomes Foreign Investment With Limits on Control"

As part of the Indian government’s plans to encourage foreign investment, in 2015 it increased the foreign ownership cap in the Indian insurance sector from 26 percent to 49 percent. The increase, however, did not affect the...more

The Top D&O Stories of 2015 with Kevin LaCroix

This morning PLUS presented its second webinar of 2016. Based on Kevin’s popular blog post, the webinar was a fantastic look back at the big directors and officers stories of the past year, and provided attendees with an...more

Reps & Warranties Insurance on the Rise

From the 2015 PLUS Conference session “Playing to Win – Strategic Use of Reps & Warranties Insurance,” panelist Matthew Heinz (Aon Transaction Solutions) discusses reasons why reps and warranties insurance is being purchased...more

The California Supreme Court Issues Its Landmark Decision in Fluor

by Reed Smith on

On August 20, 2015, the California Supreme Court issued its landmark decision in Fluor v. Superior Court, overruling its prior holding in Henkel Corp. v Hartford, which precluded successor entities from tapping into their...more

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