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Mergers, acquisitions give risk managers input opportunity: RMS panel

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Mergers, acquisitions give risk managers input opportunity: RMS panel

NEW YORK — When evaluating a merger or acquisition, weighing insurance and liability issues is critical, offering the risk manager an opportunity to bring value and earn a seat at the deal table, according to one expert panel.

Speaking on a panel examining mergers and acquisitions Wednesday at Business Insurance's 2013 Risk Management Summit in New York, Meghan Magruder, partner at King & Spalding L.L.P. in Atlanta, said, “If your company expects to acquire or be acquired by another company … the cost of the transaction cannot be assessed unless you've looked at the contracts, the insurance and the indemnification at issue.”

The buyer's due diligence must include a focused assessment of the seller's liability exposure and insurance coverages, Ms. Magruder said. “Often overlooked by risk managers today is the value of historical insurance that might address latent or long-tail liabilities that come up,” she said. So, while it can be a time-consuming process, there's great value in charting the seller's current and historic policies.

If due diligence discovers significant uncovered liabilities, the deal's purchase price can be reduced or the buyer can ask the seller to provide indemnification, Ms. Magruder said.

Joseph W. Bauer, principal at Bauer Advising L.L.C. in Chelsea, Mich., and a member of the Council of Chief Legal Officers of the Conference Board, said that in every M&A deal in which he's been involved, there has been an opportunity for the risk manager to add value or identify issues that otherwise would have gone unnoticed.

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“The whole idea of liability data and information is something you know better than anybody in the room, and if you speak up you will be recognized for that information,” Mr. Bauer said. “Do not underestimate the real value you can document and show to senior management through claims and liability data.”

The risk and insurance manager can be as important as anyone else at the deal table, Mr. Bauer said. “You can have a seat at the table by showing you can provide insights that don't occur to others,” he said.

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