W Denis provide bespoke corporate finance insurance and risk management strategies, including warranty & indemnity insurance, due diligence services, corporate auditing services, and litigation buy-out insurance.

INSURANCE FOR CORPORATE FINANCE TRANSACTIONS

W Denis provide bespoke corporate finance insurance and risk management strategies, including warranty & indemnity insurance, due diligence services, corporate auditing services, and litigation buy-out insurance.

The W Denis due diligence team provides 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 buy-outs / 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 (including risk assessments)).

Public offering of securities insurance

A range of covers for a company and its directors and officers for 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 (aka representations & warranties) 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 buy-out 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 M&A
    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 M&A deal. Underwriters would want access to all the advice that a proposed policyholder had received in connection with the contingent risk. To the extent that we are looking at known issues already being litigated between two counterparties, underwriters would usually limit their involvement to scenarios where the proposed policyholder is the defendant in an action or any potential action.

Credit Insurance (including Commercial Tenant Default Insurance)

Surety bonds - these include Deferred Consideration or Duty Deferment bonds etc.