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Transactional Insurance – M&A and Representations and Warranties Considerations

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DESCRIPTION

Mistakes in representations and warranties made by the acquiring or the targeted company in connection with a merger or acquisition can be painful and costly.

Representations and warranties insurance is a relatively new insurance product. What exactly is it and why is it needed?  This 60 minute program will explain the boundaries of coverage for reps and warranties policies, who these policies covers, what triggers a claim, the underwriting process, how premiums are determined, and how to avoid liabilities.

The second half of this program will address claims that often arise out of corporate M&A transactions.  Our distinguished panel will examine claims that can be made against the acquirer and claims that can be made against the target. They will also cover the insurance available in the marketplace to provide coverage for these claims, and the issues that arise in real world claim scenarios.

Educational Objectives:
• Learn what Representations and Warranties Insurance Coverage is.
• Learn what Representations and Warranties Insurance Coverage does, and does not, cover.
• Learn how Representations and Warranties Insurance Coverage is underwritten and priced.
• Learn what claims can be made against acquiring companies and the insurance implications.
• Learn what claims can be made against target companies and the insurance implications.

Who would benefit most from attending this program?
Commercial insurance industry participants, in-house counsel, and transactional attorneys.

SPEAKERS

WAYNE E. BORGEEST, FOUNDING PARTNER, KAUFMAN BORGEEST & RYAN LLP

Wayne E. Borgeest is a founding partner of Kaufman Borgeest & Ryan LLP and a nationally recognized expert regarding directors’ and officers’ liability, indemnification and insurance. He represents a broad array of domestic and international insurance companies in matters throughout the United States.  Wayne is a frequent lecturer and has published dozens of articles on topics ranging from D&O liability and insurance, to ERISA fiduciary liability and insurance, employment practices liability and insurance and professional liability and insurance.  Wayne has worked extensively in representing insurers and underwriters in the drafting of D&O, EPL, ERISA and professional liability insurance policies, counseling insurers on underwriting and claim issues, in acting as coverage and monitoring counsel in the most complex litigations nationally, and in the representation of directors and officers.  Wayne received his J.D. from Pace University School of Law, where he was a Notes Editor on the Pace Law Review.  He received his B.A. from the State University of New York College at Geneseo.  Wayne is admitted to practice in New York state and federal courts.


ROBERT A. BENJAMIN, PARTNER, KAUFMAN BORGEEST & RYAN LLP

Robert A. Benjamin is a partner at Kaufman Borgeest & Ryan LLP in New York, concentrating on insurance coverage matters involving a variety of corporate and professional lines of coverage.  Robert also represents parties involved in bankruptcy litigation, including adversary actions, fraudulent conveyance actions, and preference actions.  Robert advises insurers on complex coverage matters, focusing on those matters occurring in a bankruptcy context.  He has been involved in various coverage litigations in state, federal district, and bankruptcy courts.  Robert received his J.D. from St. John’s University School of Law, where he was an editor on the American Bankruptcy Institute Law Review.  He also received his B.A. from Skidmore College.  Robert is admitted to practice in New York and New Jersey state and federal courts, as well as the United States Supreme Court.


JOHN MCNALLY, SENIOR VICE PRESIDENT, JLT SPECIALTY INSURANCE SERVICES INC.

John McNally, SVP leads JLT Specialty USA's Transaction Advisory Practice (TAP). TAP advises private equity and strategic buyers and sellers on the structuring and placement of representations and warranties, contingent tax, litigation/ known risk, fraudulent transfer and successor liability insurance solutions in M&A transactions.

Prior to joining JLT, John spent five years with Beazley Group in London, starting the firm’s mergers and acquisitions group and building it into a $25 million gross premium book of business. While there, he pioneered the use of quantitative rating models incorporating market frequency and loss data, risk weighting by sector and jurisdiction, and pricing optimization for deal size, limit, and attachment points.

John spent 15 years with American International Underwriters (AIG) in various roles in New York and London, before moving to Beazley. He has a B.A. in Philosophy from the University of Chicago, and a J.D. from Fordham University School of Law.