Representations and Warranties Insurance: What Dealmakers and Arbitrators Need to Know

Title: Representations and Warranties Insurance: What Dealmakers and Arbitrators Need to Know
Date & Time: Wednesday, April 15th from 1:00 – 2:15 pm ET / 12:00 pm – 1:15 pm CT
Location: Live online webinar
Faculty: Gregory K. Gale, Squire Patton Boggs LLP
Kelly Nickerson, FTI Consulting
Jeffrey A. Wothers, Niles, Barton & Wilmer, LLP

Course Details

Webinar Description:

A growing percentage of corporate transactions – particularly mergers and acquisitions – now use representations and warranty insurance (RWI) in the transaction agreement. As policies have become more standardized and a track record of claims payouts has been established, RWI has gained market acceptance from buyers to reduce or eliminate the traditional seller indemnity, providing sellers with a cleaner exit from the business. Although RWI has advantages over traditional indemnity clauses, there will always be disputes over coverage exceptions and exclusions, and many of these policies will contain arbitration clauses to resolve disputes. This webinar will give an overview of the current state of RWI for company representatives and outside M&A counsel and discuss best practices for arbitrators in RWI coverage disputes.

Objectives:

• Provide a general overview on reps and warranties insurance for corporate deal making
• Highlight coverage disputes issues that can arise in arbitration.

Webinar Panel

Gregory K. Gale
Squire Patton Boggs LLP

Greg Gale’s practice focuses on transactional matters, including crossborder transactions, private equity, leveraged finance, mergers and acquisitions, venture capital, and private companies. Greg’s experience includes the oil and gas, consumer products, insurance, technology, life sciences, business services, and manufacturing verticals. In addition, Greg represents insurance companies providing representation and warranties insurance coverage.

Greg has been listed in The Best Lawyers in America since 2010 and has been recognized as a Super Lawyer by Super Lawyers since 2011 in the practice area of Securities &  Corporate Finance. His experience includes representing the issuers in two of the largest spin-offs ever made on a US exchange, representing high-growth companies throughout their life cycle, the listing of companies on US, UK, German, and Canadian exchanges, numerous fund formation projects, and representing global companies in all aspects of their international operations.

Greg is a member of the New York, Georgia, and Ohio Bar Associations and is a former chair of the Corporate Section of the Cleveland Metropolitan Bar Association.

Kelly Nickerson
FTI Consulting

Kelly Nickerson is a Managing Director at FTI Consulting and is based in New York. She is a member of the Global Insurance Services practice in the Forensic & Litigation Consulting segment. Ms. Nickerson has 13 years of experience in accounting, auditing, financial reporting and internal controls; and specializes in litigation consulting, financial advisory, forensic accounting and financial investigations. Her experience spans multiple industries, with a focus on insurance and reinsurance, including property and casualty, life, and financial guaranty, with additional experience working with investment companies, food manufacturing, entertainment, waste management, telecommunications and not-for-profit entities.

Ms. Nickerson provides clients with advice involving expert witness services, complex insurance and reinsurance issues, damage quantification, accountant liability, insolvency causation, post-acquisition disputes and representations and warranties insurance claims. She is knowledgeable in U.S. generally accepted auditing standards (“GAAS”), U.S. generally accepted accounting principles (“GAAP”), statutory accounting principles, internal control frameworks, and various damage calculation methodologies. Ms. Nickerson’s representative experience includes determining the merit and value of claims made under representations and warranties insurance policies, evaluating whether audits were performed in accordance with GAAS, analyzing liability and damage issues related to breach of contract and post-acquisition disputes, advising clients on accounting and financial reporting matters, performing outsourced internal audit functions, and providing transaction advisory related to insurance and reinsurance-related financial and operational issues.

Prior to joining FTI Consulting, Ms. Nickerson worked in the Financial Services practice of Ernst & Young, in the insurance specialty group. She planned and supervised U.S. GAAP and statutory audits for global property and casualty insurers and reinsurers.

Ms. Nickerson was recognized as a 2018 Rising Star of the Profession by Consulting Magazine and was a contributing author in the 2012/13 AICPA Audit Risk Alert, Insurance Industry Developments. Ms. Nickerson is also on the advisory council for the Insurance Federation of New York, Inc. – Emerging Leaders.

Jeffrey A. Wothers
Niles Barton & Wilmer LLP

Mr. Wothers practices in the Litigation Department concentrating in insurance coverage litigation, transaction insurance, property insurance law, related first party insurance matters and commercial litigation. His experience includes investigation and litigation in various first party areas, including coverage disputes, arson and fraud investigations across North America. In addition to representing many domestic carriers, Mr. Wothers represents a significant number of syndicates in the world’s leading specialist insurance market: Lloyd’s of London. He works with underwriters, brokers, managing general agents and third-party administrators to handle excess and surplus lines insurance coverage, reinsurance, representations and warranties insurance, cyber, arson and litigation in the mid-Atlantic United States.

Mr. Wothers has lectured extensively regarding investigation of fraudulent claims, insurance coverage, and first party property appraisal. He also has extensive experience in subrogation. His liability/third party practice includes construction defect matters and commercial litigation involving business related matters. Mr. Wothers practices in the state and federal courts of Maryland, Pennsylvania, Virginia, West Virginia, North Carolina, New York, and the District of Columbia. Mr. Wothers serves on the Firm’s Management Committee, and previously served as Managing Partner for seven years. Mr. Wothers is a member of the American Bar Association’s Property Insurance Law Committee, and the Tort Trial and Insurance Practice sections. He is also a member of Defense Research Institute.

Mr. Wothers was recognized by Maryland Super Lawyers in Insurance Coverage and Business Litigation from 2008-2019. Mr. Wothers was profiled in the 2012 edition of Maryland Super Lawyers magazine in an editorial titled, “Insurance Exchange.” He is also rated by Martindale-Hubbell as an AV- Preeminent® Top Rated Lawyer in Insurance Law. Mr. Wothers serves as Chairman of the Board of Directors of Carroll Hospital Center, and Chairman of the Audit and Compliance Committee for LifeBridge Health, its parent company. Mr. Wothers also serves on the Carroll County Planning and Zoning Commission in Carroll County, Maryland.

Registration Information

Registration: Register today! Please contact the ARIAS team at info@arias-us.org or call 703-574-4087, for last minute registrations.

Questions? For questions about this seminar, please contact info@arias-us.org or call 703-574-4087.

Continuing Education

ARIAS•U.S. Arbitrator Certification:
This webinar is eligible for 1/3 of a credit toward initial certification or renewal. For certification candidates, attendance at three live webinars will provide one credit toward Option C requirements. For ARIAS·U.S. Certified Arbitrators, attendance at three live webinars will satisfy the seminar attendance requirement for renewal. Click here for more information.

CLE Credit: ARIAS·U.S. is an accredited provider of New York State Continuing Legal Education training – 1.5 CLE credits are available to those who attend this webinar; all credits are for areas of professional practice.

Financial Hardship Policy

Financial Hardship Policy Statement: As required by the New York and Illinois CLE Boards, if a member of the state’s bar would like to attend an ARIAS•U.S. event, but finds that he or she would incur a financial hardship by doing so, an application for waiver of the attendance fee may be made to the Board of Directors of ARIAS•U.S. Such application would be held in strict confidence.