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Raissa Sciarrone
Raissa Sciarrone

Associate Director

HWF

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4 Contributions by HWF Experts

Distressed M&A Insurance: Traditional and Synthetic W&I, Contingent Risk Cover, Insurers' Appetite, Insolvency Processes, Disclosure and Diligence, Pricing and Case Studies
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
Insurance & Reinsurance
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
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
Insurance & Reinsurance
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
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
Insurance & Reinsurance
Warranty and indemnity insurance in private M&A as ADR: comparing insured v uninsured warranty claims on timing, costs, settlement prospects and relationship preservation
PRACTICE NOTES
Warranty and indemnity insurance in private M&A as ADR: comparing insured v uninsured warranty claims on timing, costs, settlement prospects and relationship preservation
Warranty and indemnity (W&I) insurance—insured v uninsured claims Warranty and indemnity (W&I) insurance is a well-established mechanism for shifting risk in private M&A deals. For more detail on what W&I insurance is and how it is deployed, see Practice Note: Warranty and indemnity (W&I) insurance in M&A transactions. The route for advancing a claim under a W&I policy differs in several respects from pursuing an equivalent uninsured claim directly against a seller. Over the past ten years, W&I cover has evolved alongside the broad promotion and uptake of alternative dispute resolution, aimed at steering parties away from court proceedings. In England and Wales, both the Ministry of Justice and the judiciary have made concerted efforts to encourage resolution by means other than the courts, as litigation is frequently lengthy, costly and procedurally intricate. Yet, within the M&A sphere, there has been limited
Insurance & Reinsurance
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