M&A Breakfast Series: Representations and Warranties Insurance - Webcast
March 2020
Representations and Warranties Insurance:
2019 Buy-Side RWI Deal Terms Study
Co-sponsored by the M&A Subsection of the CBA Business Law Section
Program Description:
SRS Acquiom is a transactional insurance broker and a provider of escrow agent, paying agent and shareholder representation services, giving it a unique view of the M&A market and the ability to collect data on private target acquisitions.
The company recently published the 2019 Buy-Side Representations and Warranties Insurance (RWI) Deal Terms Study analyzes 642 private-target acquisitions ($121 billion).
This presentation will cover the use of Buy-Side RWI in Private Target versus Public Company M&A transactions, and discuss its impact in those transactions, deal characteristics that drive the use of RWI, effects on key deal terms and a look at what’s next.
Highlights:
- Use and Impact of Buy-Side Representations and Warranties Insurance (RWI) Based on a 2019 Buy-Side RWI Deal Terms Study (642 private target acquisitions and $121 Billion)
- Use of Buy-Side RWI in Private Target versus Public Company M&A Transactions
- Impact of Buy-Side RWI on M&A Transactions, Including Financial Terms (deal size; purchase price adjustment mechanisms), Indemnification Provisions (Materiality Scrapes; Baskets; Dispute Resolution) and Representations and Warranties Wording
- RWI Trends Affecting Buyers, Sellers and Their Advisors
- Looking Forward: What’s Next - Is RWI Changing the (M&A) World?
Upcoming Programs:
M&A Subsection Breakfast CLE Programs: April 7 and May 5, 2020
CBA-CLE Classroom, 1290 Broadway, Suite 1700, Denver, CO 80203
2020 Business Document Drafting Series, March 11 and 25, April l1 and 22, and May 7 and 20, CBA-CLE Classroom, 1290 Broadway, Suite 1700, Denver, CO 80203
2020 Business Law Institute, September 10-11, 2020, The Ritz-Carlton, 1881 Curtis Street, Denver, CO
Agenda:
7:30-8:00am
Registration and Continental Breakfast
8:00-9:00am
Representations and Warranties Insurance (RWI): 2019 Buy-Side Deal Terms Study
- Use of Buy-Side RWI in Private Target versus Public Company M&A Transactions
- Impact of Buy-Side RWI on M&A Transactions, Including Financial Terms, Indemnification Provisions and Representations and Warranties Wording
- RWI Trends Affecting Buyers, Sellers and their Advisors
- Looking Forward: What’s Next - Is RWI Changing the (M&A) World?
Presented by Eric S. Martin, Managing Director, Institutional Client Relations, SRS Acquiom and Matthew E. Unterlack, Executive Director, Indemnification Solutions, SRS Acquiom
9:00am
Adjourn
Meet Your Presenters:
Eric S. Martin, Managing Director, Institutional Client Relations, SRS Acquiom, is the head of the client relationship management group. He works closely with members of the advisory committees on each deal, as well as with the other larger selling shareholders. Eric serves as single point of contact for these clients, helping them to effectively use SRS Acquiom’s services and to solve any issues that may arise. Prior to this, Eric served as SRS Acquiom's Senior Director of Compliance, responsible for assuring the company met its obligations as shareholder representative for hundreds of deals. He is arguably one of world's experts on shareholder representation, the needs and issues that arise for shareholders and, most importantly, how to resolve issues quickly and efficiently whenever possible. Eric's diverse professional experience includes serving as CFO for a nonprofit organization, acquiring an operating division of a public company and operating it as a stand-alone enterprise, and practicing law with Arnold & Porter's business and finance group. Eric focused on private equity fund formation, mergers and acquisitions, and corporate law matters for private equity firms and privately held companies. Eric received a JD from the University of Denver School of Law, an MBA from the University of Colorado at Denver and a BS in Business from the University of Colorado at Boulder.
Matthew E. Unterlack, Executive Director, Indemnification Solutions, SRS Acquiom, is the head of our insurance business, including the transactional insurance brokerage business (Representations and Warranties Insurance (RWI), Tax Insurance and Contingent Liability Insurance), and advises clients on the various ways M&A indemnification obligations can be collateralized. He also works with business development, product, operations and marketing teams to grow SRS Acquiom’s insurance capabilities and expand its indemnification solution offerings. Before joining SRS Acquiom, Matthew was Vice President, Underwriting Leader at QBE, responsible for quoting and underwriting transactional insurance, and he spent over 15 years with AIG’s legal department, rising to the level of Deputy General Counsel, Casualty. As the first in-house attorney for AIG’s M&A Insurance Group, he helped draft several of the earliest RWI policy forms. Matthew started his career as a corporate attorney in New York with Rosenman & Colin (now Katten Muchin Rosenman) and graduated from Georgetown University Law Center and the University of Florida. He holds the Chartered Property Casualty Underwriter (CPCU) insurance designation and is a Licensed Property and Casualty Agent.
PROGRAM SERIES CHAIR and CBA M&A SUBSECTION CHAIR
Darren Hensley, Esq.
Polsinelli PC
Denver, CO
Registration Fees
| Non Member | $69.00 |
| CBA Member | $49.00 |
| CBA Business Law Section Member | $39.00 |
| CBA Mergers & Acquistitions Subsection Member | $39.00 |
| New Lawyer Edge Partner | $24.50 |
| CLEACCESSPASS--ELITE Pass Holder | $0.00 |
- General Credits: 1.00
- Ethics Credits: 0.00
- EDI Credits:
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