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When a buyer in a Merger and Acquisition (M&A) transaction seeks to obtain representations and warranties insurance (RWI), one of the key steps is the underwriting call. This call is a critical part of the insurer’s diligence...more
We’ve recently received a handful of inquiries regarding the placement of sell-side reps and warranties insurance (RWI) policies. Given the relative rarity of these policies compared to their buy-side counterparts, we felt a...more
In part two of this two-part series, Matt Miller and Andrew Lloyd analyze represenmarket.tations and warranties insurance (RWI) in the health care M&A -2landscape. They discuss the process of finding and securing an...more
Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the...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
In recent years, the number of insurers offering M&A insurance (known as warranty and indemnity (W&I) insurance) in Asia has doubled. This is ushering in a new era for risk allocation in M&A that is more favorable to buyers...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
Given the current state of the market, deal flow is down and, therefore, so is the number of submissions getting sent to representations and warranties insurance (RWI) underwriters. Underwriters are poised to strike when the...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
Takeaways: ..The M&A market is at a record pace in 2021, with a variety of factors (a thriving stock market, available debt, vaccines fueling a pandemic recovery, low interest rates, etc.) driving this growth. ...more
With the proliferation of special purpose acquisition company (SPAC) vehicles and acquisitions, potential SPAC sponsors should be mindful of the risks that come with investment. Our Securities Group breaks down CF Disclosure...more
The panels were moderated by partners Sally Yates from the firm’s Atlanta office and Michael Urschel from the firm’s New York office. Following the panels, the firm hosted a networking reception. ...more
This conference season, private equity (PE) investors and provider compared notes on the current state of the markets, trends, opportunities and challenges...more
Although representation and warranty insurance (RWI) is an insurance and risk allocation product that has been available for over a decade, the Canadian M&A deal market has not previously embraced it to the same extent as the...more
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
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
The Journal gives us a closer look at Italy’s Monte dei Paschi—the world’s oldest bank (founded in 1472)—that’s deeply tied to Siena and that’s threatening to drag the whole of the region’s economy down with it if it fails,...more
The use of representations and warranties insurance is becoming increasingly commonplace in M&A transactions, particularly in competitive auction processes where use of the product has become almost ubiquitous. While much has...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more