Shifting Risk in M&A Transactions: The Role of Reps & Warranties Insurance


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Course Description

This program was recorded on June 16, 2021

One of the most heavily negotiated, burdensome and risk-ridden aspects of selling a business are the seller's contractual representations and warranties. If breached, reps and warranties can result in the seller not receiving the full purchase price due to indemnification obligations. To address the need for risk mitigation, reps and warrants insurance ("RWI") was created and it has become more widely used in recent years. This course will cover the basics of RWI, including how the insurance provider evaluates risk and prices the policy and the impact the decision to purchase RWI can have on the negotiation of contractual terms. Attendees will receive an insightful overview of RWI and practical tips on when to request RWI and how to navigate a M&A transaction where RWI will be purchased.

Speaker Bio
2 General Credits
Course Agenda

Sheryl Hunter
Sheryl Hunter is the President of Hunter Business Law, The Entrepreneur’s Law Firm®, which was named on the INC 5000 list of Fastest Growing Companies in America — and on the list of Largest Women-Owned Businesses in Tampa Bay in both 2019 and 2020. For over 20 years, Sheryl Hunter has represented hundreds of growth-focused entrepreneurs and their business enterprises, from start-up to exit. She is the Founding Partner of Hunter Business Law, a boutique firm designed specifically to serve as outsourced general counsel to entrepreneurial clients, as well as investors in early-stage companies.

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Mark Vible
Mark Vible is a California licensed attorney who specializes in representing emerging growth, development stage, and middle-market companies on a variety of corporate and transactional matters. Previously as an associate of the international law firms Paul Hastings LLP and Milbank LLP, his focus is on advising venture capital firms, angel investors, private equity firms, and emerging growth, development stage, and middle-market companies on a variety of corporate and transactional matters. The scope of his experience over the last 8 years has included mergers and acquisitions, venture capital and other financings, private equity transactions, joint ventures, and other strategic transactions, as well as securities laws compliance, stockholder agreements, corporate governance, and other general corporate and business matters.

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Matt Felman
Matt Joined BKS in 2014 shortly after receiving his Bachelor’s Degree from Rollins College in 2013. Matt started as an analyst and worked in several different roles to learn the business. Matt is now a Managing Advisor and works with organizations to help craft and create sound risk management programs that best align with their individual value propositions. Matt’s role includes being one of the leaders in BKS’ Mergers & Acquisitions group. In this role, Matt works with Private Equity, Family Office, and Venture Capital firms to leverage their portfolio with insurance companies, provide due diligence support for potential partnerships, recommend program changes to fit an acquisition, as well as provide expertise on transactional insurance products including Representations & Warranties Insurance.

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2 General Credits

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Course Agenda

  1. What are representations and warranties and how do they allocate risk to the Seller?
  2. What is Reps & Warrants Insurance ("RWI") and when should it be purchased as part of a M&A transaction?
  3. What is the difference between a buy-side policy and a sell-side policy and who pays for the policy?
  4. How does RWI insurance actually work? (policy limits, retention, survival, exclusion, pricing, process/timing to secure coverage)
  5. What are the pros and cons of obtaining RWI?
  6. How does the existence of RWI impact the contractual terms in an acquisition agreement?
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