News & Analysis as of

Representations and Warranties Insurance Purchase Agreement

Whiteford

Net Working Capital & Purchase Price Adjustments In M&A Deals

Whiteford on

Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more

Woodruff Sawyer

Insurance Coverage for Secondaries: Market Trends

Woodruff Sawyer on

As background, secondary transactions have proven useful to both limited partners (LPs) and general partners (GPs) who are looking to manage their portfolios during a stale or sluggish economic market. GPs in particular use...more

Kramer Levin Naftalis & Frankel LLP

Drafting Effective RWI Coverage Exclusions

Coverage exclusions are a key risk management tool for transactional liability insurers. But they can also be traps for the unwary. In the event of a claims dispute, the insurer will likely bear the burden of proving that an...more

Goulston & Storrs PC

Key Takeaways: 2021 ABA Private Target Mergers & Acquisitions Deal Points Study

Goulston & Storrs PC on

The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and...more

Goodwin

Reps & Warranties Claim Disputes in the Courts

Goodwin on

- Representations and Warranties Insurance (RWI) policies have been prominent over the last decade, but there are few court cases regarding coverage disputes. But this type of litigation appears to be on the rise in the court...more

Pillsbury Winthrop Shaw Pittman LLP

The Need to Be Deliberate about Fraud Carve-Outs

Express Scripts: Delaware Supreme Court holds that an otherwise undefined “deliberate fraud” carve-out to an indemnification provision is limited to intentional fraud and does not include recklessness. Specific provisions...more

Bennett Jones LLP

Representation and Warranty Insurance 2020 Update

Bennett Jones LLP on

More and more buyers are using representation and warranty insurance (RWI) to supplement or replace indemnities from a seller in the sale of a business in Canada. While some of our clients, particularly private equity funds,...more

Kramer Levin Naftalis & Frankel LLP

Deal Points Study: Representations and Warranties Insurance Continues Its Significant Influence on M&A Deal Terms

Every few years, we conduct a survey of current private M&A deal terms. Since our previous Deal Points Study was conducted in 2015, we have reviewed an additional 93 private acquisition agreements for our new survey for...more

Bennett Jones LLP

Representation and Warranty Insurance in M&A—What You Need to Know

Bennett Jones LLP on

Due in large part to greater awareness of the strategic value of representation and warranty insurance (RWI), an increasingly competitive underwriting market in Canada (resulting in lower costs, lower deductibles and more...more

McGuireWoods LLP

Maximizing the Value of Your R&W Insurance Policy

McGuireWoods LLP on

The global M&A boom has spurred an increase in the use of representation and warranty insurance (“RWI”), which is designed to protect the insured party against breaches of a sellers’ representations and warranties in a...more

Blake, Cassels & Graydon LLP

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

Faegre Drinker Biddle & Reath LLP

Rep & Warranty Insurance: Negotiation Tips and Market Trends

Representation and warranty insurance (R/W insurance) continues to gain momentum. As recently as two years ago, presenting a R/W insurance policy was a way to enhance the attractiveness of a bid in a competitive auction. ...more

Sheppard Mullin Richter & Hampton LLP

Mergers & Acquisitions Insurance - The growing use of rep and warranty protection in M&A transactions

The good news is that you can insure almost anything! In M&A transactions, buyers and sellers spend a great deal of time allocating risk relating to known and unknown pre-closing liabilities. The buyer’s view of the...more

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