Into the Breach

The ability to cabin off problematic litigation through the strategic use of insurance is an underappreciated segment of the transactional risk insurance markets. In the same vein, as the product matures, contingent risk insurance may play an important role in allocating risk outside of transactions as well. In this episode, Bryan and Gena are joined by David Haigh, Managing Director, Atlantic Global Risk, and Sara Cannon, Senior Vice-President and Head of Structured Solutions, Atlantic Global Risk, to discuss:

· An overview of the contingent risk insurance product

· Potential use of contingent risk insurance both as part of a deal and outside of a transaction

· Specific industries that have started successfully utilizing the product

· The latest policy limits, premiums, retentions, and claims experience

· Predictions on how contingent risk can be used in the future

With the explosion of the RWI product and increase in the number of insurance carriers, buyer insured have watched reps and warranties insurance evolve in the past five years and are now faced with important choices to make when it comes to selecting a carrier to underwrite a reps and warranties insurance policy. In this episode, Bryan and Gena are joined by prominent private equity attorney, Neal Reenan, Partner, Latham & Watkins to discuss:

• The growth of the RWI product from the buy-side perspective

• How buyers differentiate and select insurers beyond price

• The importance of a carrier’s claims process and history

• Practical recommendations for insurers on how to improve the RWI process

• The key role that underwriting counsel play in the transaction from the buy-side counsel’s perspective

While the traditional PE buyout market still comprises the bulk of RWI deals, the product is starting to gain traction in a variety of new contexts. These “outside the box” approaches represent novel ways to expand the use of reps and warranties insurance and touch previously untapped industries and sectors. In this episode, Bryan and Gena are joined by their first international guest, the UK-based Angus Marshall, Global Practice Leader, Transactional Liability, CFC Underwriting to discuss:

· A view of RWI from across the pond

· The expanding use of RWI in PE secondaries transactions

· How RWI can be the right solution for deals involving small and medium-sized enterprises

· The capability of markets to underwrite SPAC and public transactions

The reps and warranties industry is well-known for having a series of conferences throughout the year where insurers, brokers, insured, and outside counsel discuss critical issues facing the industry. The COVID-19 pandemic has scuttled these in-person events for 2020 and likely beyond. CAC Specialty recently hosted its first-ever virtual conference with multiple panels devoted to RWI. In this episode, Bryan and Gena are joined by David Barnes Senior Vice President at CAC Specialty and Michael Wakefield, Senior Vice President & Transactional Insurance Practice Leader at CAC Specialty to discuss:

• The inspiration for the recent CAC virtual conference

• The challenges and opportunities that the virtual format presented

• Recap of the RWI panels and keynote speaker, author Michael Lewis

• Plans for CAC’s conference next year

Everyone knows the drill: you find out that the insured is buying your policy, but the parties want to sign ASAP. Suddenly, the insurer is pressured to finish underwriting, due diligence, and meet the parties expectations, all while not missing any critical issues. In this episode, Bryan and Gena are joined by Nick Tuliebitz, Co-Head of M&A Insurance North America at AssuredPartners. Nick will review his top 5 tips for RWI underwriting and due diligence on a tight timeline including:

• The advantage to using the buyer’s mark-up of the purchase agreement on R&W submissions

• The importance of not rushing the underwriting call, no matter the circumstances

• Strategic ways to use conditional exclusions on the policy

• Remembering that the RWI policy can be bound after signing

• Keeping perspective

Since COVID-19 struck, the transactional risk insurance markets have been faced with difficult questions on how to address a potential COVID-19 exclusion from RWI policies. In this episode, Bryan and Gena are joined by Scott Pegram, Senior Underwriting Manager at Liberty Global Transaction Solutions to discuss:

• The current state of M&A and the continuing impact of COVID-19

• Liberty’s approach to the COVID-19 exclusion

• Predictions about where risk markets are headed in the coming months as the pandemic lingers