Hunton Andrews Kurth LLP’s insurance lawyers partner with the firm’s corporate lawyers to advise clients on managing transactional risk through insurance and other risk-transfer vehicles. Most prevalent is the use of representations and warranties insurance (RWI). We have been assisting clients with RWI for years, leveraging our dedicated insurance practice to complement our deep corporate transactional, M&A, private equity, structured finance, bankruptcy, creditors’ rights, outsourcing, technology and commercial contracting teams. With their deep experience in handling claims and pursuing coverage, our attorneys can help ensure that the insurance purchased pays out should a claim arise.

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• Claim evaluation: We have been evaluating the existence and extent of insurance coverage generally for decades and apply that experience in the context of coverage under RWI policies.
• Claim facilitation: Hunton attorneys are experienced in preparing the information required for submitting the initial notice of loss and maximizing the potential coverage after a claim is submitted. We can work collaboratively with insurance companies and their experts to facilitate the insurer’s review of the claim so that any issues are resolved as efficiently as possible.
• Dispute resolution: Where collaboration does not prevail, Hunton lawyers have experience working through informal and formal dispute resolution processes, such as mediation, arbitration and litigation.
• Policy drafting and negotiation: Hunton attorneys have been involved in the drafting of RWI policies. We are familiar with prevailing forms and the enhancements available in the marketplace.

Experience

• Arbitrated coverage dispute under RWI policy related to alleged breach of representation concerning financial statements
• Represented technology company in RWI claim involving undisclosed liabilities and issues related to major customers and material contracts
• Represented policyholder in claim under RWI policy involving third-party claim against policyholder and breach of representations in merger agreement concerning compliance with existing contracts
• Represented private equity firm in claim under RWI policy involving undisclosed claims by the government
• Represented health services provider in RWI claim involving breach of representation related to undisclosed customer
• Represented restaurant chain in RWI claim involving undisclosed litigation and dispute over resulting damages
• Evaluated claim under RWI policy involving breaches of representations in membership interest purchase and contribution agreement related to accuracy of financial statements and material adverse effects
• Represented energy company in RWI claim involving undisclosed third-party claim
• Represented food manufacturer in claim under RWI policy involving breaches of representations in asset purchase agreement related to condition of assets
• Represented private equity firm in RWI claim involving wide-ranging fraud related to acquired company’s finances
• Represented policyholder in claim under RWI policy involving breaches of representations in unit purchase agreement related to employment matters, condition of assets, and occupational safety and health violations
• Represented telecommunications client in RWI claim involving failure to disclose issues previously raised by major customer
• Represented client in RWI claim involving breach of representations related to service quality
• Represented technology company in RWI claim involving unpaid amounts under existing contract and related damages dispute
• Evaluated RWI claim involving inaccuracies in financial statements and dispute related to purchase price adjustment exclusion
• On behalf of seller, negotiated subrogation provisions in buyer’s RWI policy
• Advised seller on broadening coverage under buyer’s RWI policy
• Advised buyers in purchasing and negotiating RWI policies
• Evaluated damages resulting from breaches of representations related to inventory, including applicability of multiplier due to impact on earnings
• Represented multiple clients in connection with claims under RWI policies involving breaches of financial statement representations related to under reserving, improper recording of revenue, improper depreciation, missing assets, inappropriate capitalization, including whether there were resulting impacts on earnings
• Represented multiple clients in claims under RWI policies related to breaches of representations concerning compliance with laws, tax liabilities and third-party liabilities
• Represented client in claim under RWI policy alleging breach of material adverse effect representation