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Closing with Confidence: Representations and Warranties Insurance in M&A

JD Supra: Mergers

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. By: DarrowEverett LLP

M&A 283
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Tax Liability Insurance - M&A and Beyond

JD Supra: Mergers

Rather than considering an adjustment to the purchase consideration, negotiating an indemnity/escrow, self-insuring the risk. By: Ankura

Insurance 161
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Warranties and indemnities insurance take center stage in M&A transactions in Africa

JD Supra: Mergers

In most M&A transactions, after the parties have negotiated the basic commercial terms, they then negotiate the warranties and indemnities (W&I). Generally, buyers want the anticipated value of their purchase without any surprises after the deal closes.

M&A 172
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Insurers Owe Coverage for Settlement Despite Bump-Up Provision

JD Supra: Mergers

On December 4, 2019, the insured media company merged with another media company. Stockholders brought several lawsuits challenging the merger and asserted claims for breach of fiduciary duty against the insured’s directors, officers, and controlling stockholders for their roles in negotiating and. By: Wiley Rein LLP

Insurance 130
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Will New HSR Rules Lead to Costlier RWI Interim Breach Coverage?

JD Supra: Mergers

In the context of representations & warranties insurance (RWI), this change means that the interim period between a deal’s sign and close will likely also grow longer, requiring deal parties to negotiate for a longer interim breach coverage period in their RWI policies. By: Woodruff Sawyer

Insurance 155
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Key Takeaways: 2023 ABA Private Target Mergers & Acquisitions Deal Points Study

JD Supra: Mergers

The Study looks at several areas of negotiation, including financial terms, pervasive qualifiers, representations and warranties, covenants, closing conditions, indemnification provisions, and representations and warranties insurance. By: Goulston & Storrs PC

Mergers 161
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Setting Yourself Up for Success: Essential Steps, Tips, and Strategies for a Profitable Exit

How2Exit

The importance of clean data rooms, strategic earn-out agreements, and the role of rep and warranty insurance in private transactions forms the crux of their discussion. Understanding Earn-Outs : Earn-out agreements should be negotiated meticulously, with clear metrics and expectations to ensure they serve both parties' interests.