Leveraging our experience to help insurance carriers manage and mitigate transactional risks.  

Representations and warranties are a critical component of M&A transactions, and the use of representations and warranties insurance (RWI), and other forms of transactional insurance, are quickly becoming the standard in all M&A transactions. However, each M&A transaction is unique, which means the risks to carriers in issuing such transactional insurance policies can vary significantly from deal to deal.

Analyzing the specific risks and liabilities inherent in issuing any form of transactional insurance in an M&A transaction, particularly a complex transaction, requires an in-depth understanding of how M&A transactions are structured as well as each other area of law that may arise in the context of the subject policy. This is why transactional insurance carriers turn to Hinshaw to help them analyze the risks and navigate legal issues in connection with underwriting, issuing and even defending transactional insurance policies.

Hinshaw is one of the nation's leading firms representing domestic and foreign insurance companies in a full range of matters, including litigation. We are uniquely well-positioned to advise transactional insurance carriers on policy issues arising post-closing, including defending them in connection with any policy-related claims.

Quality Counsel, Delivered in a Quality Manner

We take to heart and apply the very principles that make our insurance clients so successful. Among other strengths, we bring the following to each client engagement:

Extensive and Relevant Experience

With years of experience in negotiating and structuring buy- and sell-side M&A transactions of all sizes and complexities, our attorneys possess extensive knowledge in understanding the intricacies involved in structuring such transactions. In addition, our cross-departmental transactional insurance team is uniquely qualified to handle any other legal concerns that may arise in the context of an M&A transaction, including with respect to:

  • Cybersecurity and cyber-risk management;
  • Environmental compliance;
  • Intellectual property prosecution and protection;
  • Labor, employment and employee benefits;
  • Tax reporting and compliance; and
  • Contracts and other general business and corporate matters.
Practical Industry Experience

To truly understand the risks inherent in a particular M&A transaction, you need to also understand the underlying industry in which the entity does business. This is especially the case where the entity does business in a new or emerging industry. Our attorneys have extensive practical knowledge in handling complex transactions across the majority of today’s new and emerging industries, including:

  • Cannabis;
  • Blockchain/Cryptocurrency;
  • Healthcare/Healthtech;
  • Artificial Intelligence; and
  • Aviation/Aerospace.
Highly Responsive Team

In today’s environment, transactions are fast-paced and often must close within narrow timeframes. Our team members are extremely responsive and able to handle any deadline. Also, with our deep bench of team members, we are well-equipped to handle multiple matters at the same time without sacrificing the high quality of service our clients have come to expect. Moreover, knowing carriers often need to make quick decisions, we are quickly able to handle conflicts checks, most often in only a couple of hours.

Diligence Focused

Thorough due diligence is at the core of risk mitigation. Our team attorneys are extremely experienced with conducting due diligence reviews and meticulously analyze each M&A transaction to identify potential risks and liabilities in order to ensure that our clients are fully informed and protected.

Deep Product Knowledge

Our team has an in-depth and comprehensive understanding of each of the various types of transactional risk-mitigation insurance products our clients provide, including representations and warranties (R&W) insurance, directors and officers (D&O) insurance, errors and omissions (E&O) insurance, and contingent liability insurance.

Insurance Dispute-Resolution Prowess

For decades, Hinshaw has successfully represented insurance companies in policy claims and disputes. If post-closing claims or other disputes arise, we will put our considerable breadth of experience to work defending any related litigation.

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