Adrian Furlonge
Adrian is a co-founder and partner of HWF and has extensive experience structuring insurance products for M&A transactions. Prior to this he was both a lawyer and M&A underwriter.
Adrian spent 4 years as a lawyer at CMS in their insurance and reinsurance department. He then joined AIG in 2010 as their UK M&A underwriter subsequently taking on responsibility for a team of UK and European underwriters. Adrian and his team of underwriters wrote over 300 policies during his leadership including acting as lead underwriter on more insurance programmes than any other insurer.
Adrian was instrumental in the growth of M&A insurance products in the UK and Europe. His sector expertise is highly regarded by lawyers, clients and peers.
Practice Area
Panel
- Contributing Author
Qualified Year
- 2008
Experience
- CMS (2006 - 2010)
- AIG (2010 - 2014)
Qualifications
- MA (Hons) Oxon (2004)
- GDL (2005)
- LPC (2006)
Education
- University of Oxford (2000-2004)
3 Contributions by Adrian Furlonge
PRACTICE NOTES
Distressed M&A Insurance: Traditional and Synthetic W&I, Contingent Risk Cover, Insurers' Appetite, Insolvency Processes, Disclosure and Diligence, Pricing and Case Studies
Warranty and indemnity and contingent risk insurance in distressed M&A transactions
HWF undertook an in‑depth interview programme with 17 market insurers to produce a paper delivering insight and clear, extensive guidance on how warranty and indemnity (W&I) and contingent risk insurance are applied in distressed deals, mapping the solutions available and the key requirements to obtain strategic cover.
What types of insurance cover are available for distressed transactions?
For distressed transactions, three insurance options can be offered:
Traditional W&I cover
Traditional W&I cover can be used when:
the seller and/or management provide warranties under the sale and purchase agreement (SPA) or a warranty deed (WD)
the sellers give sufficient disclosure on the contents of the warranty suite in the SPA or WD
a virtual data room or comparable document repository is available for review
buyer due diligence (internal or external) has been completed addressing the scope of the warranties in the SPA
Observations
Traditional W&I cover is the preferred route where achievable. This is chiefly because insurers take comfort where an informed party with the requisite knowledge of the business is prepared to conduct a robust/fulsome...
Insurance & Reinsurance
PRACTICE NOTES
UK W&I insurance in private M&A: lawyers’ practical guide to placement documents, due diligence and underwriting, policy negotiation, key definitions and exclusions, warranty schedules, inception and conditions
Warranty and Indemnity (W&I) insurance in private M&A transactions—guide to the key documents
With the marked increase in the uptake of Warranty and Indemnity (W&I) insurance in private M&A deals, solicitors are ever more involved in specifying and negotiating W&I policy terms. Although each policy is shaped to the particular demands of a given transaction, the underlying approach tends to be comparable across matters. Against that backdrop, this Practice Note sets out guidance for legal practitioners on procuring and negotiating W&I insurance (the Placing Process), with emphasis on the paperwork exchanged between W&I brokers and insurers, which must be signed by the insured before the W&I policy incepts.
W&I insurance documents
Confidentiality undertakings and non-reliance letters
The following are standard requirements:
Execution of a confidentiality undertaking or non-disclosure agreement (NDA). The W&I insurance broker (Broker) will usually provide the client (or the client’s advisers) with a draft NDA in a form pre-agreed with the W&I insurers. It is generally more efficient to proceed on the basis of that draft than to seek the...
Insurance & Reinsurance
PRACTICE NOTES
W&I insurance claims in private M&A: notification, conduct, negotiation and settlement, insurer and MGA handling, market statistics, and lessons from Finsbury Food v Axis
Warranty and indemnity (W&I) insurance—claims
Warranty and Indemnity (W&I) insurance is a well‑established means of transferring risk in private M&A deals. For more on the nature and application of W&I insurance, see Practice Note: Warranty and indemnity (W&I) insurance in M&A transactions. Transaction parties frequently concentrate on executing the deal and arranging the W&I policy, yet pay insufficient attention to what is arguably the most crucial feature of any insurance product: the claims process. This Practice Note sets out the key elements of the W&I claims pathway, from decoding the relevant contractual terms in the policy to final settlement.
W&I insurance policy wording claims clauses
Claims provisions in W&I policies are generally divided into two main groups:
notification
conduct
W&I insurance—claims notification
If there is any uncertainty about when to notify or what a notification should contain, insured beneficiaries (insureds) and their legal advisers should promptly speak to the broker who arranged the placement, as they can provide guidance on these issues. A typical notification clause might be expressed along the following lines (where policy definitions would have appeared in the original, these are paraphrased in brackets)...
Insurance & Reinsurance
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