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Mergers and Acquisitions

The Mergers & Acquisitions Practice is focused on providing the buyout community, both financial and strategic, and the Willis Towers Watson corporate client base a single resource to satisfy any and all risk issues associated with a merger, acquisition or recapitalization. This includes Property & Casualty, Management Liability, and Employee Benefits issues and programs. 

Our experienced, dedicated professionals concentrate on assessing, quantifying and insuring the risks and exposures arising from mergers, acquisitions, corporate transactions and risks facing alternative asset investors. The Willis Towers Watson team combines due diligence, transaction solutions, employee benefit consulting, insurance coverage placement within one practice to increase efficiency and communication during a transaction. Operating on a global platform, Willis Towers Watson's M&A team brings depth and breadth of expertise across diversified industries, geographies and lines of coverage.  Please click here to see a listing of Mergers & Acquisitions Practice publications.

Our team includes leading experts in negotiating risk transfer contracts and managing risks faced by private equity funds and alternative asset funds. Our manuscript coverage forms and experience have paid dividends in providing certainty of coverage in a world of ever-increasing fund liability related to investments in portfolio companies and the management of funds.

M&A Consultancy/Due Diligence

Specialist consultants are available to conduct a risk and insurance due diligence exercise on target acquisitions to augment and supplement the client's own investigations. By identifying potential areas of exposure, we can help both vendors and purchasers plan for future contingencies.

Key services include:

  • Review of financial impact of the cost of insurance risk
  • Quantifying post closing insurance costs for all lines of coverage
  • Statutory compliance support
  • Identification and quantification of contingent liabilities and liabilities assumed via purchase agreements
  • Accrual evaluation and quantification
  • Purchase and sale agreement analysis/ successor liability issues
  • Appropriateness of pre- and post-closing program
  • Benchmarking the competitive status of employee benefit programs via actuaries
  • Identification of liabilities and plan design improvement opportunities
  • Employee benefit plan transition issues
  • Compliance with collective bargaining agreements
  • Roll out and execution of new employee benefit plans
  • Design and implementation of compensation strategies
  • Descriptions of benefit plan designs
  • Recommendations for deal negotiations, bank credit agreement, and purchase agreement language 

Transaction Solutions

We develop traditional Representations & Warranties cover as well as seeking new and innovative ways to mitigate risks arising out of corporate transactions. We provide tailor-made or bespoke policies to incorporate all or part of the following coverages:

  • Representations & Warranties
  • Successor Liability
  • Loss Mitigation/Loss Capping
  • Prospectus Liability
  • Opinion-based Contingent Risk
  • Corporate Tax Indemnity
  • Public Offering of Securities Insurance (POSI)

Contingency Risk Transfer

The ability of the insurance market to price and transfer low-probability, high-severity contingent risks can help smooth portfolio companies' balance sheets in the lead up to a potential exit. Issues addressed may include:

  • Litigation buy-outs
  • Tax opinion indemnity
  • Defective/restrictive title 

Environment

Environmental problems often threaten the viability of transactions. If a transaction proceeds without environmental risks being correctly evaluated or addressed, they can significantly reduce the profitability of the acquisition. Issues to consider are:

  • Uncertainty of remediation cost estimates
  • Unknown environmental risks
  • Liability buy-outs
  • Contingency risks 

Portfolio Programs

Insurance programs can be designed to allow a fund to leverage the collective buying power of its portfolio companies. Typical benefits can be:

  • Reduced costs
  • Coverage optimization
  • Consistency of service
  • Increase in management information 

Fund Liability

Willis Towers Watson has made a major effort to develop the expertise to understand potential liability and other threats to a fund. These risks to the fund may stem from:

  • Sponsor-to-sponsor litigation
  • Regulator investigations
  • Limited partnership claims
  • Portfolio company claims
  • ODL claims
  • Creditor claims
  • Employment Practices Liability claims 

Our team has successfully drafted and negotiated comprehensive coverage forms providing coverage for:

  • General Partnership Liability/Directors & Officers Liability
  • Fund Management Activities/ Professional Services Liability
  • Outside Directorship Liability
  • Investigations Liability
  • Employment Practices Liability
  • Fiduciary Liability
  • Using a systematic approach to identify and understand threats to the organization will result in better planning, decision making and governance.
  • Assigning employees at all levels distinct responsibility for addressing risk and giving them the tools to do so will result in more consistent execution of those plans and decisions.
  • Systematic processes to measure and mitigate risk can help reduce costs by lowering the likelihood and impact of unforeseen loss events and volatility of results. 

Contact person in Toronto

Contact person in Vancouver

CONTACT DETAILS
Scott Saddington (Toronto)
Toll Free: +1 800 268 8532
Tel: +1 416 216 0770
Mobile: +1 647 968 3282
Email: scott.saddington@willistowerswatson.com