ARTICLE
24 November 2022

Into The Breach Podcast - Episode 23: RWI For Corporate Buyers: The Ultimate Primer

SS
Seyfarth Shaw LLP
Contributor
With more than 900 lawyers across 18 offices, Seyfarth Shaw LLP provides advisory, litigation, and transactional legal services to clients worldwide. Our high-caliber legal representation and advanced delivery capabilities allow us to take on our clients’ unique challenges and opportunities-no matter the scale or complexity. Whether navigating complex litigation, negotiating transformational deals, or advising on cross-border projects, our attorneys achieve exceptional legal outcomes. Our drive for excellence leads us to seek out better ways to work with our clients and each other. We have been first-to-market on many legal service delivery innovations-and we continue to break new ground with our clients every day. This long history of excellence and innovation has created a culture with a sense of purpose and belonging for all. In turn, our culture drives our commitment to the growth of our clients, the diversity of our people, and the resilience of our workforce.
While the dramatic growth in RWI in recent years was driven primarily by private equity, corporate buyers have implemented transactional risk insurance with increasing frequency in the last eighteen months...
United States Corporate/Commercial Law
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Into the Breach is the first law firm podcast exclusively devoted to reps and warranties insurance and the transactional risk markets. Hosted by Seyfarth partners Bryan M. O'Keefe and Gena B. Usenheimer, the hosts in their unique, buoyant style, interview leaders from the industry, and explore the latest developments, market trends, and news impacting RWI and transactional risk insurance.

While the dramatic growth in RWI in recent years was driven primarily by private equity, corporate buyers have implemented transactional risk insurance with increasing frequency in the last eighteen months. Yet, due diligence for corporate buyers can be different from PE purchasers and many corporate dealmakers are still in the dark about the RWI underwriting process. In this episode, Bryan and Gena are joined by Nick Tuliebitz, Co-Head of M&A Insurance North America at Assured Partners, for the end all be all discussion about what corporate acquirers must know when it comes to RWI and how corporate buyers can have a successful underwriting experience.

Topics reviewed include:

  • "Know Before You Go" - How corporate buyers can be strategic about RWIearly on in the deal process
  • The types of due diligence RWI carriers expect
  • The important of planning for specific due diligence workstreams -- notably tax and underlying insurance
  • How corporate buyers can minimize policy exclusions
  • "A Call to Arms" -- preparing for the RWI underwriting call
  • Critical "dos and don'ts" for corporate buyers on the underwriting call
  • "Follow-ups and Wrap-ups" -- what the corporate buyer can expect post-underwriting call
  • Nick's favorite Thanksgiving tradition

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

ARTICLE
24 November 2022

Into The Breach Podcast - Episode 23: RWI For Corporate Buyers: The Ultimate Primer

United States Corporate/Commercial Law
Contributor
With more than 900 lawyers across 18 offices, Seyfarth Shaw LLP provides advisory, litigation, and transactional legal services to clients worldwide. Our high-caliber legal representation and advanced delivery capabilities allow us to take on our clients’ unique challenges and opportunities-no matter the scale or complexity. Whether navigating complex litigation, negotiating transformational deals, or advising on cross-border projects, our attorneys achieve exceptional legal outcomes. Our drive for excellence leads us to seek out better ways to work with our clients and each other. We have been first-to-market on many legal service delivery innovations-and we continue to break new ground with our clients every day. This long history of excellence and innovation has created a culture with a sense of purpose and belonging for all. In turn, our culture drives our commitment to the growth of our clients, the diversity of our people, and the resilience of our workforce.
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