The Seller’s Role in a Buyer’s Reps & Warranties Insurance Claim

The idea that seller is “fully removed” from any post-closing liability as a result of an R&W insurance policy is incorrect. Unless the deal is structured as a “no survival” transaction, the seller commonly retains liability to the buyer with respect to satisfying a portion of the retention (usually funded through an escrow) as well as for claims of breach of fundamental representations that o...
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RepsExpress Program Update

The RepsExpress program developed between Vanbridge LLC and Concord Specialty to provide a solution for middle market acquisitions requiring less than $10,000,000 of R&W limits has had a successful first 14 months of operation. The program is underwritten by Concord with Vanbridge LLC and select other intermediaries conducting the upfront due diligence on behalf of Concord underwriters....
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Euclid Launches Transactional Insurance Program

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Last week, Euclid Transactional, a subsidiary of Euclid Insurance Services, Inc., announced the launch of a new Transactional Insurance Program through a partnership with both Swiss Re Corporate Solutions and Allianz Global Corporate & Specialty (AGCS). This new program will offer representations & warranties, tax liability, contingent liability and other transactional insurance coverages....
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When Is R&W Insurance Insufficient for Tax Exposures?

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A Discussion with Concord Specialty Risk Regarding the Coverage Afforded Under R&W Policies v. Tax Indemnity Policies Tax indemnity coverage is no longer sitting in the shadows. Although tax insurance pre-dated the existence of R&W insurance, it nevertheless sat dormant for decades while R&W insurance grew slowly and then exponentially. Over the past two years, however, with the use o...
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Recommended Reading: Familiarizing Yourself with M&A Transaction Terminology

There are many articles, seminars and blogs available on the internet addressing the developments and mechanics of R&W insurance. Familiarity with the insurance product (terms and conditions, pricing and retentions and the marketplace) is only half of the picture. An understanding of the underlying M&A process and the documents is critical to understanding how the insurance works. The most...
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