2018

Theme: The lifecycle of an M&A insurance transaction: a practical guide

Advisen’s 2018 Transaction Insurance Insights Conference will follow a fictional M&A transaction through its lifecycle: from engaging a banker and the auction process, through due diligence and negotiating insurance coverage – all the way to handling claims, disputes and arbitrations from breaches of warranties or indemnities.

This program will include speakers from the M&A world and insurance sector, who will assess the application and value of insurance coverage throughout the lifecycle of a transaction.

Breakfast & Registration

Welcoming Remarks

• Dennis Kearns, Senior Vice President, Transactional and Financial Institutions, QBE

Opening Remarks by our 2018 Conference Chair

• Craig Schioppo, Transactional Risk Practice Leader, Managing Director, Marsh

Banker’s View: Marketing Considerations

The first step in selling a company is often to engage a banker, who will market your asset to bidders. What influences the banker’s decisions on sales strategies and structure? Where does insurance fit in with financial considerations? This session will hear from investment bankers on their marketing processes and discuss how insurance is integrated into the plan.

• Markus Bolsinger, Partner, Dechert LLP (Moderator)
• Jay Philip Sonner, Principal, North Point Advisors

Auction Underway: Strategic vs Financial Buyers

Transaction insurance has different utilities for different buyers. How do strategic and financial buyers view the product? Is Reps & Warranties insurance a competitive advantage, or a ‘nice-to-have’?

This session will gather strategic and financial buyers and ask their views on how they incorporate insurance into their bidding process. Panelists will also discuss the merits of underwriting a deal prior to the selection of an exclusive bidder.

• Allyson Coyne, Managing Director, Transaction Solutions, Aon (Moderator)
• Andrew Fadale, Associate, Schulte Roth & Zabel LLP
• Mark S. Pave, Director, Corporate Treasury, AMETEK, Inc.

Market Reflections: Then and Now

• Jay Rittberg, Managing Principal, Euclid Transactional, LLC

Morning Break

Due Diligence & Underwriting

After (hopefully) intense bidding, the sale is proceeding into the due diligence phase – it’s time to lift the hood…

What are the different approaches to due diligence and how do they impact the terms of a transaction insurance policy? This session will include lawyers acting on behalf of insurance underwriters who will discuss the scope of due diligence, the importance of the underwriting call and their impact on underwriting.

• Jeff Rubocki, Senior Managing Director, Krauter & Company (Moderator)
• Greg Gale, Partner, Squire Patton Boggs
• Toria Lessman, Vice President – Underwriting Leader, QBE North America
• Aaron Slavens, Partner, Holland & Knight LLP
• Christine Wartella, Senior Vice President, Berkley Transactional

Negotiating Insurance Coverage

What is the process for negotiating the terms of a Transaction Insurance policy? What are the key areas of coverage? What happens between the deal signing and closing? Does a new buyer benefit from the policy when the transaction asset is subsequently sold?

All these questions – and more – will be tackled in this session on the insurance policy negotiation.

• Dennis Kearns, Senior Vice President, Transactional and Financial Institutions, QBE (Moderator)
• Jeff Anderson, North American M&A Group Lead, Allied World
• Edward Markovich, SVP, Transactional Risk, Chubb
• Bill Monat, EVP – Mergers & Acquisitions Group, Willis Towers Watson
• Shawn O’Hargan, Partner, Kirkland & Ellis LLP

Conference Luncheon

Curve Balls: Beyond Reps & Warranties

Like many real transactions, our fictitious deal contains anomalies. Some of these curve balls include cross-border considerations, known issues, contingent litigation or maybe have suffered a breach during the interim period between sign and closing.

This session will explore some of the applicability of other Transactional Insurance products besides R&W.

• Craig Schioppo, Transactional Risk Practice Leader, Managing Director, Marsh (Moderator)
• Timothy Kennedy, Chief Underwriting Officer, Ambridge Partners LLC
• Kevin Maloy, Executive Managing Director, Mergers and Acquisitions, Beecher Carlson
• Mike Turnbull, Americas M&A Manager, AIG

Claims: how do they work?

Insurance is a promise to pay in the event of a loss or breach. This session will dive into the steps that make up a claim notification and negotiation. What happens when a rep or warranty is breached? How do you determine the loss? Is the claims process working to the satisfaction of buyers?

• Joseph Laws, Director – North America, Mergers & Acquisitions Insurance, XL Catlin Insurance (Moderator)
• Peter Bianco, Managing Director, Berkeley Research Group, LLC
• Seth Joseph, Shareholder, Carlton Fields
• Marc Sherman, Managing Director, Alvarez & Marsal
• Daniel Torpey, Partner, Assurance Services, Ernst & Young LLP

Afternoon Break

Dispute Resolution

Not all claims are cut-and-dried. Some will result in arbitration, mediation or litigation. This session will dive into these areas as they relate to Transaction Insurance, discussing claims negotiation direct with the seller, or with third parties, and also subrogation issues.

• Peter Rosen, Partner, Latham & Watkins (Moderator)
• Arthur H. Aufses III, Partner, Kramer Levin Naftalis & Frankel LLP
• Joseph G. Finnerty III, Litigation Partner, DLA Piper

Reinsurer’s View from the Top

Many insurance policies are underwritten using reinsurance capacity, which is often crucial to keep the direct insurance wheels turning. This final session will gather reinsurers to discuss their appetite for Transaction Insurance portfolios in a market hit with many natural catastrophe losses in the past 12 months.

Reinsurers will also share their perspectives on the Transaction Insurance claims landscape, coverage and pricing.

• Jay Rittberg, Managing Principal, Euclid Transactional, LLC (Moderator)
• Mohit Pande, Head Underwriting, Globals Desk, SVP, Property & Specialty Underwriting, Swiss Re
• Rainer Schadel, Senior Underwriter, Munich Reinsurance Company
• James Walsh, Senior Managing Director, Aon Benfield

Closing Remarks & Reception