ACGSD | Inside Hour: M&A Transactional Risk Insurance: RWI and Tax Insurance

M&A Transactional Risk Insurance: RWI and Tax Insurance

Program Description: 

This lunch-hour presentation will explore how transactional risk insurance solutions – specifically Representations & Warranties Insurance (RWI) and Tax Insurance – are used in modern M&A transactions to allocate risk and facilitate deal execution.

From the perspective of deal advisors and market participants, this session will cover how these insurance tools are structured, when they are most effective in transactions, and how they can help address risks identified during diligence.  The discussion will also include an overview of claims experience and practical lessons learned providing attendees with insight into how policies function post-closing and how claims are evaluated in practice.

Key Takeaways for Attendees

By the end of the session, attendees will be able to:

1. Understand the role of transactional risk insurance in M&A transactions - How RWI and tax insurance are used to allocate risk and facilitate deal execution.
2. Gain a practical overview of RWI and tax insurance structure - Key policy features, coverage scope, and typical deal structures.
3. Explore claims experience and lessons learned - Practical insights into how claims arise and how they are evaluated and resolved under transactional risk policies.
4. Recognize emerging trends in transactional risk insurance -
   Including market developments, claims trends, and evolving deal structures.

Panelists:

Laura Baptista

Laura Baptista is a Senior Vice President in Aon’s M&A and Transaction Solutions practice, based in San Francisco. She advises clients and their counsel on the placement and negotiation of M&A representations and warranty insurance. A California-licensed transactional attorney, Laura previously practiced corporate law at Sheppard Mullin in Los Angeles and has represented private companies, private equity funds, entrepreneurs, and founders in mergers and acquisitions, minority investments, joint ventures, and governance matters across industries including entertainment, consumer products, aerospace and defense, software and technology, retail, and healthcare.

Marc Nickel

Marc Nickel is a Senior Vice President in Aon’s M&A and Transaction Solutions group, specializing in structuring, brokering, and marketing tax insurance solutions. Based in San Francisco, he focuses on energy tax credits and helping clients manage complex tax risks in transactions. Prior to joining Aon in 2024, Marc spent nearly two decades as a tax attorney at leading law firms and as in-house tax counsel for a major public utility and a publicly traded residential solar company, concentrating on energy tax credits and tax controversy matters at the federal and state levels.

Moderator:

Samuel Willoughby

Samuel Willoughby is Market Growth Leader for the Pacific Southwest, with more than fifteen years of experience advising clients on risk and supporting colleagues across global teams. He has served as a practice leader, engagement manager, and subject-matter expert, helping clients in sectors such as banking and finance, oil and gas, leisure and hospitality, semiconductors, and digital assets address complex cyber and compliance challenges. Samuel has led large, multi‑disciplinary teams on high‑profile regulatory and client engagements, managed P&L for a high‑growth business unit, and is a frequent speaker to corporate boards, regulators, and C‑suites on risk and resilience.

AGENDA

• 11:00 am – 11:30 am: Networking
• 11:30 am – Noon: Lunch
• Noon-12:45 pm – Presentation
• 12:45-1:00 pm – Q&A
• 1:00 pm – Conclusion

REGISTRATION OPEN NOW

• ACG Members: $25
• Non-Members & Guests: $65