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The Mergers & Acquisitions Practice is focused on providing the buyout community, both financial and strategic, and the Willis corporate client base a single resource to satisfy any and all risk issues associated with a merger, acquisition or recapitalization. This includes Property & Casualty, Management Liability, and Employee Benefits issues and programs. Our experienced, dedicated professionals concentrate on assessing, quantifying and insuring the risks and exposures arising from mergers, acquisitions, corporate transactions and risks facing alternative asset investors. The Willis team combines due diligence, transaction solutions, employee benefit consulting, insurance coverage placement within one practice to increase efficiency and communication during a transaction. Operating on a global platform, Willis’ M&A team brings depth and breadth of expertise across diversified industries, geographies and lines of coverage.

Our team includes leading experts in negotiating risk transfer contracts and managing risks faced by private equity funds and alternative asset funds. Our manuscript coverage forms and experience have paid dividends in providing certainty of coverage in a world of ever-increasing fund liability related to investments in portfolio companies and the management of funds.

Willis has dedicated, permanent, M&A Practice members in the U.S., U.K., France, Germany, Scandinavia, The Netherlands, Spain, Portugal, Italy, Belgium, Poland, Greater China, Singapore, India, Japan and Australia.

M&A Consultancy/Due Diligence
Specialist consultants are available to conduct a risk and insurance due diligence exercise on target acquisitions to augment and supplement the client's own investigations. By identifying potential areas of exposure, we can help both vendors and purchasers plan for future contingencies.

Key services include:

  • Review of financial impact of the cost of insurance risk
  • Quantifying post closing insurance costs for all lines of coverage
  • Statutory compliance support
  • Identification and quantification of contingent liabilities and liabilities assumed via purchase agreements
  • Accrual evaluation and quantification
  • Purchase and sale agreement analysis/ successor liability issues
  • Appropriateness of pre- and post-closing program
  • Benchmarking the competitive status of employee benefit programs
  • Identification of liabilities and plan design improvement opportunities
  • Employee benefit plan transition issues
  • Compliance with collective bargaining agreements
  • Roll out and execution of new employee benefit plans
  • Design and implementation of compensation strategies
  • Descriptions of benefit plan designs
  • Recommendations for deal negotiations, bank credit agreement, and purchase agreement language

Transaction Solutions
We develop traditional Representations & Warranties cover as well as seeking new and innovative ways to mitigate risks arising out of corporate transactions. We provide tailor-made or bespoke policies to incorporate all or part of the following coverages:

  • Representations & Warranties
  • Successor Liability
  • Loss Mitigation/Loss Capping
  • Prospectus Liability
  • Opinion-based Contingent Risk
  • Corporate Tax Indemnity

Contingency Risk Transfer
The ability of the insurance market to price and transfer low-probability, high-severity contingent risks can help smooth portfolio companies' balance sheets in the lead up to a potential exit. Issues addressed may include:

  • Litigation buy-outs
  • Tax opinion indemnity
  • Defective/restrictive title

Environmental problems often threaten the viability of transactions. If a transaction proceeds without environmental risks being correctly evaluated or addressed, they can significantly reduce the profitability of the acquisition. Issues to consider are:

  • Uncertainty of remediation cost estimates
  • Unknown environmental risks
  • Liability buy-outs
  • Contingency risks

Portfolio Programs
Insurance programs can be designed to allow a fund to leverage the collective buying power of its portfolio companies. Typical benefits can be:

  • Reduced costs
  • Coverage optimization
  • Consistency of service
  • Increase in management information

Fund Liability
Willis has made a major effort to develop the expertise to understand potential liability and other threats to a fund. These risks to the fund may stem from:

  • Sponsor-to-sponsor litigation
  • DOJ, SEC, attorney general investigations
  • Limited partnership claims
  • Portfolio company claims
  • ODL claims
  • Creditor claims
  • Employment Practices Liability claims

Our team has successfully drafted and negotiated comprehensive coverage forms providing coverage for:

  • General Partnership Liability/Directors & Officers Liability
  • Fund Management Activities/ Professional Services Liability
  • Outside Directorship Liability
  • Investigations Liability
  • Employment Practices Liability
  • Fiduciary Liability

Mergers and Acquisitions: What We Think

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