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Corporate Finance Transactions Insurance

W Denis provide expert assessment, opinion and risk transfer solutions to management teams involved in corporate finance transactions.

 

This service complements the due diligence undertaken by lawyers and accountants. By providing bespoke corporate finance insurance and risk management strategies which can help to remove obstacles, and the chances of an impasse during corporate transactions such as mergers, acquisitions, management buyouts or buy-ins and public offering of securities.

Corporate auditing services

Provision of a professional critique of the target company’s incumbent insurance policies, highlighting onerous terms, conditions, gaps in cover and written recommendations to solve any deficiencies and bring it into line with the acquiring company’s requirements.

Due diligence services

Checking documentation - including legal contracts - in relation to insurable exposures (for example outstanding tax liabilities, environmental liabilities, unresolved litigation and contingent financial risks).

Public Offering of Securities Insurance

A range of covers for a company, its directors and officers relating to risks associated with the public offer or sale of shares in the company, such as:

  • Allegations of misrepresentations about the company in the prospectus or elsewhere
  • Class actions alleging breach of securities laws
  • Complaints about diminishment of shareholder value due to adverse events or misplaced comments by directors
  • Liabilities to investment advisers

Warranty & Indemnity Insurance

Cover for the breach of a warranty, or indemnity given by vendors, or others to purchasers of a company or business concerning the affairs of the company or business, including:

  • Insuring the warrantors and indemnifiers for breach
  • Insuring the purchasers against the effects of a warranty being breached or an indemnity being triggered

Litigation Buyout Insurance

Companies facing litigation relating to significant underinsured or uninsured liabilities and complicated operational matters can, use LBOI to manage the exposure and transfer these risks off their own balance sheet to an insurance company. Threatened or pending litigation can create an impasse to a successful merger, acquisition or corporate transaction. These policies will:

  • Provide policyholders with a customised strategy to manage and resolve an array of negative events including securities litigation, intellectual property claims, breach of contract issues, successor liability and employment practice claims
  • Quantify future exposure to existing third-party claims, making it easier to manage those exposures
  • Eliminate obstacles that litigation or claims place in the way of pending mergers and acquisitions transactions
  • Transfer exposure to existing third-party claims from the client to insurer
  • Respond in the event that the buyer is adjudicated to be legally responsible for seller’s liabilities in connection with its purchase of seller’s assets
  • Policies are uniquely tailored to address the specific risk(s) at issue and to reflect the negotiated insurance structure
  • Policy terms can extend until settlement or final adjudication of the claim(s) being covered

Special Situation Insurance

This takes a focus on disclosed contingent issues arising within the context of a wider merger and acquisition deal. Underwriters would want access to all the advice that a proposed policyholder had received in connection with the contingent risk. Taking issues already being litigated between two counterparties into account, underwriters would usually limit their involvement to scenarios where the proposed policyholder is the defendant in an action or any potential action.

Specialist Point
of Contact

 

Mark Dutton
Director

0044 (0) 113 243 9812
mark.dutton@wdenis.co.uk

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