Transactional Insurance

Don’t be blindsided by surprise liabilities

Merging or purchasing another company is like a marriage: the two become one. Like a marriage, there are sometimes hidden expenses and with a business, there are risks, often not revealed until after the merger.  Often times, you discover that there’s an ugly past that wasn’t talked about while you were being wooed. There’s a host of questions you should have answered before signing on the dotted line, such as:

  • Were prior liabilities assumed in the transaction or was it an “asset purchase” only?
  • Who is the Surviving Entity?
  • Did the “assumed” entity cease operations?
  • How does the assumed entity’s claims experience impact my business?
  • Were the Representations and Warranties financially “secured”?
  • Are the seller’s current insurance policies adequate to cover their main risks?
  • Does the seller have any potential liabilities that are NOT covered by their insurance?
  • Are there any red flags when you review third-party contracts, guarantees, indemnities and/or agreements?
  • Is it possible that adding or moving any operations to unfamiliar locations could generate any claims?

We can cover the risk for some of these questions with Transactional Insurance, which can be used to offer solutions that will simplify the closing of Mergers & Acquisitions, as well as innovative solutions for restructuring and workouts. Examples follow of only a few of the different types and insurance and their purpose.

M&A Tax Liability Insurance is designed to transfer a challenged tax liability from a company’s books to an insurance company, thereby covering financial loss from a successful tax authority challenge. For M&A transactions, policies are available for either before or post-transaction.

M&A Warranty and Indemnity Insurance / Representations & Warranties Insurance is intended to protect for certain losses that can be incurred in the sale of a business if the buyers or sellers made any misrepresentations about the transaction.

M&A Contingent Risk Insurance / Contingent Liability Insurance covers a variety of conditional or “contingent” legal risks that may arise during due diligence. One example of use could be for employment disputes.

Whether you’re a buyer or the seller, there are lots of ways insurance can protect you from some of the risks involved. A highly experienced professional will be happy to discuss all the options available.

Insurance Appraisal and Business Valuations

We’re there to make sure you’re purchasing an asset and not a history of outstanding liabilities. Worth may be a matter of perception, but value shouldn’t be. Corporate Insurance Advisors provide insurance appraisals that ensure you receive an equitable and realistic claim settlement. A professional insurance appraisal can be one of the most effective ways to settle a dispute. Equally valuable are our business valuation services. From setting a viable selling price to establishing realistic insurance coverage amounts, Corporate Insurance Advisors has the experience, partnerships and knowledge that is key to delivering accurate and dependable insurance appraisals and business valuations.

Corporate Insurance Advisors can provide protection that gives you a host of advantages and benefits during the merger and acquisition process. With the right plan, we can:

  • Give you more time to spot existing problems
  • Eliminate any worries of not being able to collect on a seller’s promised indemnification
  • Actually speed up the business sale by covering liabilities of future representations and warranties claims.
  • Help maintain a solid relationship with the seller, which can prove to be highly beneficial.

What our clients are saying

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    Commercial Law

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    Real Estate Development

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    Steel Fabrication

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    Commercial Law

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