Exclusive invite-only event
Exclusive invite-only event
5 May 14:00 – 15:45 CEST
In M&A transactions, one of the matters heavily debated between sellers and purchasers relates to the scope and extensiveness of the representations and warranties and the form of recourse a purchaser seeks from a seller as security for the payment of any warranty claims in the event of a breach of a warranty. There is an obvious gap between the interest of a seller to limit liability risk and financial exposure and a purchaser seeking to obtain maximum reliance and security from a seller. To bridge this gap Warranty and Indemnity insurance (W&I insurance) could be considered as a solution which is satisfactory to both the seller and the purchaser.
W&I insurance insures a party against losses resulting from a warranty or (tax) indemnity claim under a share sale purchase agreement or an asset sale purchase agreement. There are grosso modo two types of W&I insurance available on the market today, a so-called sell-side policy under which the seller is indemnified by the insurer, and a buy-side policy under which the purchaser is indemnified by the insurer for any losses resulting from warranty or (tax) indemnity claims. Although a sell-side policy is relatively uncommon it could be useful for investment funds which are at the end of their lifecycle and need to “wind up”. More commonly used, however, is a buy-side policy.
The components used during the roundtable can be downloaded by clicking the links below.
Co-Head of Tax
Aaron Fairhurst is the Co-Head of the Tax Team and has worked at CMS since 2002.
Aaron has worked in a wide range of transactional and advisory roles, both domestic and international, covering income tax and capital gains tax, corporation tax, VAT and stamp taxes.
He primarily advises corporate and individual clients on the tax implications of disposals and acquisitions, joint ventures and reorganisations in the energy and infrastructure sectors, the corporate recovery sector and the private equity markets. Aaron is also well known and highly regarded in the W&I insurance market.
Dr Stephan Werlen, LL.M.
Stephan Werlen focuses on M&A and corporate law, joint ventures, MBOs, acquisition finance and venture capital transactions. He has broad experience both in domestic and international mergers and acquisitions (including auction processes), the structuring as well as the financing of such transactions. In addition, he is an expert in W&I insurance transactions (M&A insurance) with a long track record in this area. Stephan Werlen also regularly advises foreign companies on their relocation to Switzerland and assists companies in their ongoing corporate and commercial activities (e.g. shareholders’ agreements, capital measures and other corporate housekeeping matters, advising boards of directors etc.).
Risk Capital Advisors
Ben established the London office of RCA in 2014 and is regarded as one of the most experienced individuals in the Global M&A insurance market. Previously, he spent 12 years with AIG – managing global and regional underwriting teams (London, Paris and Sydney) and the AIG London Commercial management liability team. Ben joined the M&A insurance market in 2002 and started his career as a litigation lawyer in the City of London.