Mergers and acquisitions

Comprehensive cover for consolidation risks

  • Our group

     

    Our M&A Group, assesses complex legal risks brought to us by our clients and provides bespoke solutions, adopting new ways to underwrite.

    We assess complex legal risks brought to us by our clients and provide bespoke solutions.

    Our remit is international, enabling us to provide cover on domestic or cross border deals in all key jurisdictions (excluding US, France and the Nordics, where we have existing local M&A teams who are active in these regions).

    Team members have legal backgrounds which means risk assessment takes place in-house where possible and tight deal timeframes are complied with.

  • Our solution

     

    Tax liability insurance

    • An insurance policy indemnifying the seller, buyer or target company for identified risks of tax liability arising from a corporate transaction.
    • Protects against the failure of a transaction or event to achieve an intended tax treatment, particularly where the risk of successful challenge by the tax authorities is low but the potential tax liability is disproportionate to the size of the overall M&A deal.
    • Up to a 7 year policy period.

    Contingent risk insurance

    • An insurance policy indemnifying the seller, buyer or target company for specific risks arising from a corporate transaction. We will also consider contingent risks which are independent of a corporate transaction.
    • As with tax liability insurance, the product is most effective where the matter to be insured is low risk but high impact.
    • The issues often arise where there is a difference in legal or accounting opinion between the seller's and the buyer's advisers and neither party wishes to be liable to the other if the liability materialises. Risks can relate for example to employment, pension, ownership or key customer/supplier issues or to other aspects of the business.
    • Up to a 7 year policy period.

    Warranty & indemnity insurance

    • An insurance policy indemnifying the seller or the buyer in a corporate transaction against loss suffered from a breach of warranties and indemnities given by the seller/warrantors to the buyer in the sale documents
    • No requirement for buyer to claim for breach against the seller before claiming against the policy (if the buyer is the insured)
    • Up to a 7 year policy period

    Underwriting Process

    • We conduct the majority of our underwriting in-house, although may instruct external advisers on particular issues.
    • As part of agreeing heads of terms of the insurance solution, we agree the process and timetable to ensure that the insurance can be dovetailed into the underlying transaction.