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O P I N I O N
M erger and acquisition activity among A/E firms continues to heat up. When planning to buy, sell, or merge with another firm, you need to understand and evaluate various risk and insurance issues that can affect the success or terms of the transaction. Insurance and risk in M&A transactions The checklist is long, but with meticulous attention to detail, a firm can avoid unpleasant surprises after closing the deal.
Dan Knise
Two of the most important steps are to: ❚ ❚ Start early and make sure that risk management and insurance issues are being addressed throughout the process ❚ ❚ Gather all the necessary information to allow a com- plete understanding of the issues and opportunities With regard to gathering information, we usually suggest asking the entity being acquired to provide the following: ❚ ❚ Summary of insurance policies carried for each of the last three years (often called a schedule of insur- ance) ❚ ❚ Copies of all current insurance policies ❚ ❚ Insurer loss runs or claims history for at least the last three years ❚ ❚ Details of any open claims or circumstances that might give rise to a claim ❚ ❚ Summary of risk management policies and proce- dures Be sure the information provided includes not only professional liability policies, but also all property/casualty and management liability insurance policies. CLAIMS INFORMATION CAN PROVIDE VALUABLE CLUES. Claim information, in particular, can be a critical indica-
tor of future problems or management issues that you will want to factor into your acquisition terms and conditions. For larger firms, you’ll want to go back further than three years and obtain loss runs for five or even 10 years. The focus should be on any open professional liability, general and auto li- ability, property and other claims. Review all large claims and flag any circumstances that could turn into claims. “Start early and make sure that risk management and insurance issues are being addressed throughout the process.” The claims-made nature of professional liability insurance policies heightens the need to understand any potential circumstances and the to-be-acquired firm’s risk management practices. Under a claims-made insurance policy, even errors that occurred years ago are paid by the insurance policy in effect at the time the claim is filed. Making this even more of an issue is that unlike general liability policies, PLI policies have an overall aggregate limit, which includes all claims expenses (including defense costs).
See DAN KNISE, page 4
THE ZWEIG LETTER February 29, 2016, ISSUE 1141
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