Insuring M&A transactions
What an insured warranty package actually replaces in a purchase agreement, why buyer and seller do not buy it for the same reason, and what the due diligence decides about the cover before any claim exists.
Mergers and acquisitions·20 modules·3 courses, about 1 hr each
Who it is for
M&A lawyers, general counsel, investment funds and their advisers, specialist brokers, financial lines underwriters who inherit the subject.
What you will be able to do
- ·State what a warranty and indemnity policy replaces in a purchase agreement, and what it does not replace.
- ·Separate an unknown liability, an identified tax exposure and a pending dispute, and match each to the policy that takes it.
- ·Place the date of knowledge of a fact in a transaction timetable, and say what it excludes from cover.
- ·Explain why a buyer-side policy and a seller-side policy do not respond in the same way.
- ·Date the placement of a directors' run-off cover within a sale timetable, and say what a delay makes impossible.
- ·Quantify a loss from an accounting inaccuracy, separating the target's loss from the buyer's, and say what the valuation multiple does to the indemnity.
- ·Run a claim end to end, notification, handling and burden of proof, and say what a procedural failing loses on solid substance.
- ·Handle a cross-border deal: law governing the policy, and the tax treatment of the indemnity depending on who receives it.
- ·Separate fundamental warranties from the rest, and say what that hierarchy changes in duration and in cap.
- ·Fit the cover to the size and timetable of the deal, from the small sale to the auction where the policy is stapled to the process.
- ·Build a tower of cover beyond one insurer's capacity, and say where an upper layer's terms stop following those below.
- ·Name what no policy in this family will take, historic contamination included, and say why those refusals are structural rather than commercial.
The syllabus
What the policy replaces, and what it leaves
7 modules · about 1 hr
- 01What the policy replaces, and what it does not · 8 min of readingFree module
- 02The perimeter: what falls out on principle, and what does not negotiate · 9 min of reading
- 03Fundamental warranties: the cover compensates the price, not the purpose · 9 min of reading
- 04What insurance will not make insurable: four boundaries, not a list · 10 min of reading
- 05Industrial environmental risk: a provision is not an obligation · 11 min of reading
- 06Buy-side, sell-side: two triggers, and the fraud carve-out · 9 min of reading
- 07The carve-out: insuring the past of an entity that has none · 9 min of reading
Underwriting a deal: diligence, knowledge, timetable
7 modules · about 1 hr
- 01Due diligence and underwriting: the insurer does not read the target · 9 min of reading
- 02The date of knowledge: unknown as of when, and unknown to whom · 9 min of reading
- 03The auction and the stapled policy: the winning bid is often the worst covered · 8 min of reading
- 04The small deal: the product's floor, and what replaces it · 9 min of reading
- 05The tower: four contracts sold as a single number · 10 min of reading
- 06The seller who stays: claiming against the person running the asset · 8 min of reading
- 07Directors' run-off: the one thing a delay makes impossible · 9 min of reading
The claim: quantify, notify, prove
6 modules · about 1 hr
- 01The identified tax liability: insuring a conclusion, not a fact · 9 min of reading
- 02Pending litigation: insuring a distribution, and who decides to settle · 9 min of reading
- 03Replacing the escrow: what insurance frees, and what it leaves with the buyer · 8 min of reading
- 04The cross-border deal: three laws, and the tax on the indemnity · 10 min of reading
- 05Measuring the loss: euro for euro, or multiplied · 9 min of reading
- 06Notifying and proving: the preservation step and the four proofs · 9 min of reading
The assessment
The certification is validated by a multiple-choice assessment, unproctored and with a public answer key. It gates delivery of the certificate at the threshold below; it does not prove knowledge under supervision.
32 questions·threshold 80 %
What this certification does not prove
This certification attests to an understanding of the insurance mechanisms used in sale transactions. It attests to no capacity to draft or negotiate a purchase agreement, no authorization as a lawyer or investment adviser, and no competence in business valuation.
Part of the specialization
Private certification issued by AlgoPolis under its sole authority. It is not registered with France Compétences, in either the RNCP or the specific register, and does not qualify for the French personal training account.