Solicitors Professional Indemnity   iCLAIMS
 
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Transactional Liabilities

Public Offering of Securities

Directors have personal liability for the contents of a prospectus, and can be held liable for losses incurred by shareholders for any false or misleading statements.

At Marsh, our specialist team works with you, your lawyers and other advisers to develop a strong risk profile and broking strategy - tailored to ensure the Directors' & Officers' Liability (D&O) and Public Offering of Securities Insurance (POSI) cover works together.

We can arrange standalone policies to limit the exposure for any public offerings, and extend cover to include all parties involved in the prospectus - directors and officers, selling shareholders, the underwriters and the company itself.

 

Some of our achievements include:

  • arranging both POSI and D&O to cover exposures by the first Ukrainian company to list on the main London Stock Exchange
  • effecting cover for a German memory chip manufacturer looking to raise $1bn - in one of 2006's biggest listings on the New York Stock Exchange
  • a policy for the first Indian company with a primary listing on the LSE, and a very successful IPO, that had to respond to a 20million increase in demand from new shareholders
  • coverage for the world's largest privately-owned shipper listed on the Oslo Stock Exchange, which was 2.3 x subscribed and allocated to a mix of global institutional investors.

 

Warranty & indemnity

Taking the Long-Tail Risk out of a Transaction

In a challenging Mergers & Acquisitions (M&A) climate, there has been a steady increase in the number of M&A deals where sellers are unwilling or unable to provide more than very basic warranties and indemnities. Escrow arrangements are often set in place to protect against unforeseen financial risk. However, escrows can be costly and have become less favourable in the current economic climate. An ideal alternative may be found in insurance solutions, which can offer a more cost effective route in a wide range of transactions.  In essence, insurance solutions can help when it comes to closing M&A deals.

Marsh handles a multitude of risks and our experienced brokers understand fully the underlying exposures of the M&A market, as well as its drivers and economics.

Consequently, insurance cover is a suitable substitute for a warranty and indemnity catalogue backed partly or in full, by an escrow arrangement. We have built a reputation for enabling private equity firms, industrial companies and individuals to make potential deals become reality. Whether you are a seller or a buyer, our participation in the transaction process could result in improved financial performance and a more productive business environment.

 

‘Clean Exits' and Entries

With the benefit of the Warranty and Indemnity insurance we can provide, it is possible to make a truly 'clean exit' when selling a company. The cover can protect the seller from possible escrow entrapment and also safeguards against potential calls on underlying guarantees. Similarly, the buyer will no longer have to deal with issues such as the creditworthiness of guarantees, or potential problems with special purpose entities that are to be liquidated after the deal closes. Potential concerns over short indemnity periods, low indemnity caps or shortfalls in guarantees,
are also removed.

Fundamentally, the success of the insurance solution lies in understanding the risks involved and formulating a tailor-made policy for each M&A scenario. This means that we provide a much broader insurance strategy than simply insuring traditional warranties and indemnities. It also means that specific indemnities, extending well beyond single issues such as environmental liability, can be part of an M&A driven insurance solution.

 

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Dublin Tel: +353 1 202 6000
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Marsh Ireland Brokers Limited, trading as Marsh Ireland, Bowring Marsh, Charity Insurance, Echelon Claims Consultants, Guy Carpenter & Company, ILCS, Insolutions, JLT Ireland, Lloyd & Partners, Marsh Aviation Consulting, Marsh Claims Management Services, Marsh Claims Solutions, Marsh JLT Specialty, Marsh Reclaim, Marsh Risk Consulting, is regulated by the Central Bank of Ireland.. Marsh Ireland Brokers Limited is a private company limited by shares registered in Ireland under company number: 169458. VAT Number IE 6569458D. Registered Office: 25-28 Adelaide Road, Dublin 2, Ireland, D02 RY98.

Directors: T Colraine (British), A J Croft (previously Kehoe), P G Dromgoole (British), J Flahive (British), J C Grogan, P R Howett, C J Lay (British), S P Roche, R I White (British).