MERGERS & ACQUISITIONS (M&A)
One of the largest global mergers and acquisitions (M&A) insurance teams in the industry. We operate as one global business unit to ensure local, regional and sectoral expertise
In the context of mergers and acquisitions (M&A), the parties often struggle to identify and not least value all potential risks and liabilities in the target business despite extensive due diligence by top-tier advisors.
As a tool to facilitate transactions, we have developed a suite of insurance products that allow the buyer and/or the seller to transfer such risks to the insurance market. This allows for a transaction structure where the buyer has less risk and better protection. The seller, on the other hand, achieves the best possible purchase price in combination with a clean exit with no retained risk or liabilities.
Our M&A team have a wealth of legal and international M&A experience and are based in offices across the Nordics, DACH, Benelux and the United Kingdom and are some of the most well recognized and respected individuals in this sector. We bring international and local experience in underwriting to better understand commercial transactions and take a tailored approach to maximise efficiency and commercial solutions.
Contingent Liability and Tax Insurance
Tax Liability Insurance protects Insureds against the liability to pay taxes arising from their historical treatment of taxes, which may be subject to challenge by tax authorities. Common examples of insured tax exposures include:
- Contingent tax exposure arising from Federal, State, local or foreign tax treatments;
- S-corporation or REIT status;
- Energy or historic tax credits;
- Net operating loss carryforwards; and
- Expenses of legal and financial advisors engaged for disputes with taxing authorities.
We also provide bespoke Contingent Liability insurance solutions which can cover certain transaction-related or other known liabilities, such as:
- Successor liability issues;
- Litigation outcomes;
- Remediation costs;
- Fraudulent conveyance issues; etc.
Representations & Warranties Insurance
Reps & Warranties Insurance protects buyers and sellers from certain unknown risks that stem from M&A transactions. Uses and benefits include the following:
- Provides coverage for unknown issues that may arise in a deal post-Close;
- Provides cleaner Seller exits by reducing deal escrows or purchase price holdbacks and increasing returns on investment;
- Provides recourse for buyers when no seller indemnity is possible (e.g., public company sales, bankruptcies);
- Helps ease collection concerns and protect key relationships;
- Can help distinguish bids in an auction process;
- Can increase maximum indemnity / extend survival periods for breaches of Reps & Warranties; and
- Can potentially provide additional protection over specified indemnitees.