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Illinois National Insurance Company, No. A Delaware court recently found for the policyholders in determining that a directors and officers (D&O) liability policy covered the settlement of an underlying action alleging violations of the Securities Exchange Act of 1934 (the Exchange Act). Indeed, in Harman International Industries, Inc.
Wallace of the Superior Court for the State of Delaware granted plaintiffs motion for summary judgment in a directors and officers (D&O) insurance denial case against. On January 3, 2025, Judge Paul R. Harman Intl Indus. Illinois Natl Ins. 2025 WL 24364 (Del.
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers.
Private capital investment in the insurance sector is established, large and growing. This article looks at why this is the case, and the challenges and the likely direction of travel for the near future, and also at the traffic in the other direction: insurer investment in private capital. By: Hogan Lovells
India's insurance sector is poised for a major transformation following the Finance Minister of Indias February 1, 2025 announcement of a proposal to increase the FDI limit in the sector from 74% to 100%. This development presents opportunities for foreign investors in one of the world's fastest growing insurance markets.
This article, the first in a multi-part series on M&A in insurance, considers the change of control regime under the Bermuda Insurance Act 1978 (the “Insurance Act”) as it applies to shareholder controllers of Bermuda insurers. By: Carey Olsen
Scott Seaman, Co-Chair of Hinshaw’s global Insurance Services Practice Group, moderates a panel of transaction insurance professionals, including Global Co-CEO of Aon's M&A and Transaction Solutions practice Gary Blitz, Managing Directors Vip Patel and Ed Conlon, and Senior Vice President Anthony Dragone.
Most forms of insurance fall into one of two categories: claims-made or occurrence-based. This distinction is crucial when you are acquiring a new company and deciding how best to merge the target’s existing insurance coverage with your own. By: Woodruff Sawyer
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point Studies (the “ABA studies”). Originally Published in Bloomberg Law. By: Goulston & Storrs PC
Issuers with outstanding bonds insured by a policy from AGM need to ensure a material event notice is timely filed on EMMA (emma.msrb.org) given the change. Assured Guaranty Municipal Corp. AGM) merged into Assured Guaranty Inc. (AG) AG) on August 1, 2024. By: Dorsey & Whitney LLP
Weve 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 refresher was in good order to highlight some differences and considerations. By: Woodruff Sawyer
Bennett and Heather Weaver of Lowenstein’s Insurance Recovery Group sit down with Yelena Dunaevsky, Senior Vice President, Transactional Insurance, at Woodruff Sawyer to talk about the current state of SPAC related litigation and its impact on the insurance market. Today, Lynda A.
Woodruff Sawyer is the market leader when it comes to placing D&O insurance for companies going public, be it through an IPO, direct listing, or merger with a SPAC (a “de-SPAC” transaction). Experience matters in this arena.
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 protection. By: Goodwin
The use of representations and warranties insurance (RWI or R&W) has become increasingly mainstream. An estimated 75% of private equity transactions and 64% of larger strategic acquirers use it. Woodruff Sawyer’s R&W team presents this comprehensive look at this facet of coverage.
While representation and warranty (R&W) insurance continues to be used across a broad range of M&A transactions, its use has cooled as dealmakers navigate challenging market conditions. By: Cooley LLP
Obtaining the appropriate amount and type of insurance for each stage of their life cycle is one of them. However, with some smart preparation and the expertise of the right advisors, insurance can go from being a necessary burden to a strategic asset. Woodruff Sawyer is a market leader for. By: Woodruff Sawyer
Coalition offers cybersecurity insurance products that take advantage of proactive cybersecurity tools. More recently, Jumbo partnered with IdentityForce to offer identity theft insurance in the U.S. It is acquiring a team (or maybe just a part of the team) that has been focused on privacy and security for several years.
In our second episode of The Inside Basis, Randy Clark is joined by Marion Zeller, a tax partner in our Luxembourg office, and David Mussche, an associate director with Howden M&A's tax team, to discuss the state of tax insurance in Luxembourg and its impacts on deal process and risk mitigation. By: K&L Gates LLP
In a market known for volatility, public company D&O (directors & officers) insurance has certainly lived up to its reputation in recent years—pricing has been on a roller coaster, fluctuating between skyrocketing increases and precipitous drops.
This article addresses the legal and practical issues for lenders on leveraged buy-outs in relation to taking security over warranty and indemnity insurance policies. This article first appeared in the March issue of Butterworths Journal of International Banking and Financial Law. By: Hogan Lovells
State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth potential. By: Mayer Brown
The two companies – the UK’s biggest insurer, Aviva, and the Churchill owner, Direct Line, known for motor cover and its red phone on wheels mascot – are facing off in a takeover tussle that has sent the Direct Line share price soaring , amid speculation that Aviva could raise its offer or launch a hostile bid, or face a counterbid.
Woodruff Sawyer recently issued its “Guide to Insuring Fund Liability Risks for Venture Capital and Private Equity Firms.” Here’s an excerpt from the discussion of the evolution of general partner liability coverage: General Partnership Liability Insurance (GPL) is a longstanding insurance product tailored for […]
Warranty and indemnity insurance (W&I) is a long-established feature of M&A transactions in Europe, especially with private equity sellers. Stapled W&I policies and synthetic policies will likely be increasingly common features of E&I transactions, although their feasibility should be assessed case by case.
A recent Willis Towers Watson blog says that both debtors and potential buyers of distressed assets should consider using R&W insurance and the other transactional insurance solutions which have become staples of private M&A deals in other contexts as an alternative to traditional risk allocation for their transactions.
Woodruff Sawyer recently published its 2023 Guide to Representations & Warranties Insurance, which provides an overview of current market conditions, policy terms and considerations for potential purchasers of RWI.
We’ve blogged quite a bit over the years about Rep & Warranty Insurance, but that’s not the only type of transaction insurance available for buyers or sellers looking to lay-off some of the risk associated with their deals.
UK’s Hiscox to sell Singapore and Thailand insurance business (Reuters) – British insurer Hiscox said on Wednesday it has agreed to sell DirectAsia, its motor insurance business in Singapore and Thailand, to Ignite Thailand Holdings following a strategic review. Reporting by […]
Obtaining the appropriate amount and type of insurance for each stage of their life cycle is one of them. However, with some smart preparation and the expertise of the right advisors, insurance can go from being a necessary burden to a strategic asset. Woodruff Sawyer is a market leader for. By: Woodruff Sawyer
Geopolitical risk is high on the list of challenges that insurance groups have to navigate. There are a variety of reasons it may become necessary for a group to exit a particular jurisdiction, and a multitude of ways an exit can take place.
Last week, each of the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), and the Department of Justice Antitrust Division (DOJ) revised how they will review bank mergers. Our Financial Services and Antitrust teams highlight what banks considering mergers should know about the changes.
Recent data suggests that the use of Rep & Warranty Insurance may have plateaued, but this Cooley M&A blog says that market development has led to some news for purchasers of RWI. The blog says R&W policy purchasers in this cooling market have been able to obtain more quotes, and more favorable policy rates and […]
By Anna Jordan on Growth Business - Your gateway to entrepreneurial success In the early days of startups, it may seem like insurance cover is optional – but in some cases, it really isn’t. In the meantime, here is the best insurance cover for startups and why you need it. Does my startup need business insurance and why?
During the second quarter of 2023, LP’s insurance brokerage team surveyed many respected professionals in the insurance brokerage M&A industry, including M&A advisors and highly acquisitive buyers. All are experienced in the industry and regularly work on 10+ transactions in any given year. By: Levenfeld Pearlstein, LLC
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 market picks back up again but, in the meantime, where does that leave us? By: Woodruff Sawyer
By Dom Walbanke on Growth Business - Your gateway to entrepreneurial success It’s clear that as a startup you will need insurance of some kind, but knowing exactly what insurance you need can be confusing at the start. Studies show that 44 per cent of UK SMEs have no commercial insurance. Who is it for?
We’ve blogged a few times about litigation surrounding insurers’ efforts to use bump-up exclusions in D&O policies to avoid coverage of amounts paid to settle merger claims. Illinois National Insurance, (Del. Last week, in Harman International Industries v.
Earlier this year, Meredith blogged about a federal court’s decision holding that a “bump-up” exclusion in a D&O insurance policy resulted in the loss of […]
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