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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, January 15, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide deal counsel with an update on the latest trends in the use of M&A representations and warranties insurance coverage and situations in which it is appropriate to use the coverage to mitigate risk and complete transactions. The panel will discuss the benefits and traps associated with the insurance and critical considerations when negotiating coverage and exclusions.

Faculty

Austin Whan
Attorney
King & Spalding LLP

Mr. Whan is a member King & Spalding’s Corporate, Finance and Investments Practice Group. He represents public and private companies, as well as private equity funds, in a wide range of M&A and general corporate matters.

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Christopher T. Duffy
Attorney
Seyfarth Shaw LLP

Mr. Duffy enjoys the opportunity to identify and assess complex legal risks for mergers and acquisitions involving different areas of law, including corporate, tax, litigation, real estate, labor and employment, intellectual property, and finance. He provides practical legal advice through every phase of the transactional underwriting process—due diligence, assessment of key transactional risks, and negotiations with buyers’ counsel to craft commercial transactional risk products. Mr. Duffy’s prior experience as a representations and warranties insurance coverage attorney at a law firm and as a tax advisor at a Big Four accounting firm provides him with a unique perspective to effectively help his clients with their legal matters.

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Description

Reps and warranties insurance is a mainstay in M&A transactions. For buyers and sellers, insurance is an alternative form of protection in structuring transactions and can be used to streamline negotiations between buyers and sellers.

Sellers use reps and warranties insurance to minimize exposure to post-closing indemnification liabilities, and buyers use it strategically in a competitive process. Both parties can use insurance to resolve issues when negotiations reach an impasse.

Deal counsel must be aware that reps and warranties insurance is best suited to certain types of deals and potential issues that can arise in structuring and negotiating coverage and exclusions.

Listen as our authoritative panel of deal attorneys reviews the ways to use M&A reps and warranties insurance in deal negotiations, the benefits and pitfalls associated with the insurance, and factors to take into account when negotiating coverage and exclusions.

Outline

  1. Current trends in purchasing M&A reps and warranties insurance
  2. Benefits and pitfalls
  3. When is the insurance appropriate?
  4. Negotiating coverage and exclusions
  5. Process for obtaining insurance

Benefits

The panel will review these and other key issues:

  • What are the potential benefits and pitfalls associated with M&A reps and warranties insurance?
  • How can reps and warranties insurance be used to mitigate deal risk and complete transactions?
  • What are the current trends regarding M&A reps and warranties insurance?
  • What are some of the critical issues when negotiating reps and warranties insurance coverage and exclusions?