Representations and Warranties Insurance

  • Holland & Knight's Representations and Warranties Insurance (RWI) Team counsels transaction parties on the purchase of insurance in conjunction with mergers and acquisitions, advises underwriters in issuing policies and assists insurers in the claims process.
  • Our attorneys have deep, industry-specific experience – including with regulated industries – allowing us to quickly assess risks and propose solutions. In areas such as healthcare, tax, environmental and intellectual property, a deep team of experienced attorneys works daily on underwriting policies.
  • Holland & Knight is one of the most active law firms in this space, with more than a dozen corporate lawyers leading hundreds of underwriting matters and dozens of claims each year. Our decades of transactional experience allow us to help our clients to quickly reach appropriate coverage decisions and efficiently resolve claims.
  • We understand the time-sensitive nature of placing RWI. Typically, within an hour of initial contact, we clear conflicts, assemble an experienced team covering all relevant areas and provide contact information for data room access. Our breadth and depth allow us to schedule overlapping underwriting calls and accommodate the timing requests of the fastest-paced deals. 
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Overview

Holland & Knight's Representations and Warranties Insurance Team is one of the largest such practices in the United States. We advise underwriters regarding policy forms, deal-specific risks and atypical purchase agreement provisions.

We have a robust claims practice, representing a majority of the leading RWI carriers in analyzing and resolving claims.

We also represent transaction parties in the purchase of RWI policies, with the ultimate goal of maximizing coverage and reducing exposure for both buyers and sellers.

Our 360-degree view of the market, together with our leading middle-market mergers and acquisitions practice – which frequently is ranked among the top practices in the United States – give us cutting-edge perspective on the RWI market and best-in-class terms for RWI policies and transaction documentation.

The breadth of our RWI work sets us apart. Our team has strong relationships with the industry players, which gives us a comprehensive understanding of the market for RWI policies. We are able to craft policy exclusions that cover the underlying issue with precision, while allowing the insurer to remain commercial and the insured to receive the best available coverage.

Time is the enemy of many deals. We understand that transaction parties need to close their deals as quickly as possible and that binding RWI cannot cause delay. Our attorneys have decades of M&A experience, including advising on underwriting thousands of RWI policies in the past 10 years, which allows us to quickly evaluate risk and provide on-point advice to our clients.

Our RWI Team is integrated with one of the nation's most robust middle-market M&A practices and a roster of lawyers with deep experience who thoroughly understand transactions and the RWI space. Our RWI attorneys work every day in a wide range of practices, including employment law, employee benefits, franchising, healthcare, U.S. Food and Drug Administration (FDA) regulations, energy, real estate, government contracting, gaming, telecommunications, environmental law, tax, intellectual property, international trade and other areas, with a particular strength in M&A transactions that involve highly regulated industries. Our clients work with a complete team that is focused on speed, efficiency, and reaching commercial and practical solutions for all parties. We collaborate with our clients to help them win more business.

Underwriter Representation

Each year, Holland & Knight attorneys advise underwriters in hundreds of RWI transactions. We appreciate that underwriters must be comfortable with risks while maintaining commercial relationships with buyers. Our connections in the industry and the substantial experience afforded by our firm's broad and deep platform give us a rare and distinctive view of the ever-changing RWI market.

Our practice is industry-agnostic. We have a deep bench of attorneys with experience in every major industry, including highly regulated businesses where compliance and due diligence review can be more challenging. For example, the lawyers in our healthcare practice – one of the largest such practices in the U.S. – counsel on operating issues and compliance, as well as transactions for every type of healthcare and life sciences business. For all industries, our lawyers understand the dynamics of underwriting RWI, including timing and a commercial approach to evaluating risk.

We routinely handle some of the largest and most complex claims in the RWI market, which typically involve financial statement misstatements. Our knowledge gleaned from the claims we handle and the finance and accounting backgrounds of our RWI team allow us to provide spot-on guidance in the areas that matter most.

Claims Representation

The Holland & Knight team brings a distinctive approach to resolving RWI claims of all sizes and types by utilizing teams of claims and transactional attorneys seasoned in the M&A process. In addition, by virtue of our broad underwriting practice, the claims team also is able to benefit from a unique understanding of underwriting processes and trends. We add value for our RWI clients in this holistic approach where the claims process informs underwriting – and vice versa.

Utilizing our experience, our carrier clients benefit from our deep understanding of damages calculations and valuation methodologies used in M&A transactions, enabling us to quickly cut to the most important issues and inflection points in the claims process. We have long-standing relationships with premier accounting and valuation consultants. Many such consultants working in the RWI market today were first introduced to RWI by our team. Our knowledge of and experience with these consultants allows us to recommend the right consultant for the claim, which leads to the most efficient process possible.

Buy-Side Representation

Buyers rely on RWI as a critical tool for consummating transactions, with more than half of all deals utilizing this product. New policy types and approaches are targeting areas that traditionally have been underserved with respect to RWI, such as small portfolio company add-ons and certain regulated industries, and we expect RWI usage to continue its growth trajectory toward near-universal adoption.

Holland & Knight's buyer clients benefit from the depth of our RWI Team and Mergers and Acquisitions Team. Each year, we represent hundreds of clients in negotiating the best available coverage for their transactions, including in highly regulated industries such as healthcare and government contracts. Our RWI lawyers work closely with our nationwide M&A practice, which has been ranked by Bloomberg among the top 20 in the U.S. based on its volume of middle-market deals and has consistently been named a nationwide Tier 1 practice by U.S. News – Best Lawyers®. Our understanding of the M&A process is essential to the practical, results-oriented approach we bring to our RWI transactions.

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