The Mergers & Acquisitions Practice is an experienced, dedicated team concentrating on assessing and insuring the risks and exposures arising from mergers, acquisitions and other corporate transactions. Combining the due diligence, transaction solutions and environmental functions within one practice increases efficiency and communication during a transaction.
There are permanent Practice members in London, USA, France, Germany, Sweden, The Netherlands, Spain, Portugal, Italy, Hong Kong, Japan and Australia.
M&A Consultancy/Due Diligence
Specialist consultants are available to conduct a risk and insurance due diligence exercise on the target company to supplement the client's own investigations. By identifying potential areas of exposure, we can assist both vendors and purchasers to plan for future contingencies.
Key areas reviewed include:
- Financial impact of the cost of insurance risk
- Statutory compliance
- Identification and quantification of contingent liabilities
- Accrual evaluation
- Sale & purchase/ successor liability issues
- Appropriateness of post closing programme
Bespoke Transaction Solutions
The Practice continues to develop the traditional Warranty & Indemnity cover as well as seeking new and innovative ways to mitigate risks arising out of corporate transactions. We provide "tailor-made" policies to incorporate any aspects of the following:
- Warranty & Indemnity (W&I)
- 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 result in the ability to smooth portfolio companies' balance sheets in the lead up to a potential exit. Such issues may include:
- Litigation buy-outs
- Tax opinion indemnity
- Defective/Restrictive title
Environmental
Environmental problems can and do threaten the viability of transactions. If they slip through the net, and the transaction proceeds without the environmental risks being correctly evaluated or addressed, they can significantly reduce the profitability of the acquisition:
- Uncertainty of remediation cost estimates
- 'Unknown' environmental risks
- Liability buy-outs
- Contingency risks
Portfolio Programmes
A specialist programme of insurances allowing a fund to leverage the collective buying power of their portfolio companies. Typical benefits can be:
- Reduced costs
- Coverage optimisation
- Consistency of service
- Increase in management information