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Support for transaction advisers

Getting corporate, commercial, property and banking deals over the line is never easy and, in today’s conditions, it is doubly difficult. Deals falter for many reasons - some technical, some financial, some personal. We work with transaction advisers to provide specialist advice on insurance and regulatory issues that sometimes arise in transactions and prevent them holding things up. Some examples of issues we have seen in practice are:

• Financial Services Regulatory Breaches - Where a company being sold carries on regulated financial services activity, the due diligence process can throw up potential regulatory breaches. In a recent case, a buyer's venture capital (VC) backer threatened to withdraw the day before completion in the absence of reassurance on a regulatory issue. Overnight, a detailed analysis of the facts resulted in a verbal report to the completion meeting confirming the nature of the breach and extent of the breach and outlining the FSA's options and the most likely outcome. The VC and its advisers agreed with our conclusions and the deal completed on time.
• Insurance Clauses in Commercial Agreements - On occasions, removing a deal-breaker can be as simple as re-negotiating an insuring provision in a commercial contract such as a joint venture, outsourcing agreement, service agreement, purchase or supply agreement, distribution agreement or PFI/PPP agreement. More often than not, advice is around shifting insuring obligations to another party, structuring project specific insurance policies or tackling uninsurability issues in long term agreements.
• Insurance Captives - Many large companies have a captive insurance facility, either operating or in run-off and advice is often required concerning the transfer of it or its future use.
• Transaction Insurance Solutions - Bespoke insurance solutions are available for specific risks identified during a transaction which potentially adversely affect the transaction itself or the enterprise value of the target going forward. Typically, issues arise around litigation, planning, employment liabilities, warranties & indemnities, environmental liabilities, prospectus liabilities and tax.

Please call Nigel Wallis on 0151 906 1000 or email us via the link below.