Introduction
One of the foundational assumptions underlying representations and warranties insurance (“RWI”) is that the buyer has conducted a reasonable diligence process prior to closing. Although RWI is designed to transfer certain post-closing risks to an insurer, it is not intended to replace diligence or insure against risks that were insufficiently investigated.
Continue Reading RWI in Practice: A 7-Part Series for Deal ProfessionalsIntroduction
Representations and warranties insurance (“RWI”) has rapidly evolved from a niche product used in select transactions to a near-standard feature in middle-market private equity deals. What was once viewed as an optional risk-transfer tool is now often a central component of deal structuring—influencing everything from bid competitiveness to post-closing risk allocation.
Continue Reading RWI in Practice: A 7-Part Series for Deal ProfessionalsThe insurance industry has been swift to adopt artificial intelligence (“AI”). According to consulting firm McKinsey & Company, 76% of insurers surveyed have already begun using generative AI in their day-to-day operations. [1] This adoption spans the different facets of insurers’ work cycles, including claims, underwriting, legal, and risk management. Policyholders and their attorneys must remain aware of the potential pitfalls of AI implementation, particularly as it pertains to claims management.
Continue Reading Insurance Industry’s Use of AI: A Fair or Unfair Claim Settlement Practice?A New Risk Landscape for AI Infrastructure
Escalating tensions involving Iran—including maritime incidents affecting oil transport and alleged cyber and physical targeting of digital infrastructure in the Middle East—highlight a growing and underappreciated risk for AI-driven data centers: disruption that originates far beyond the insured’s own operations. These developments are not occurring in a vacuum. They come at a time when hyperscale data center expansion has become a central driver of economic growth in the United States, as well as a national security priority, underpinning everything from cloud computing to artificial intelligence development.
Continue Reading When Geopolitic Events Disrupt the Cloud: Insurance Coverage for Data Center Supply Chain Losses in a New Era of ConflictRepresentations and warranties insurance (RWI) has become a fixture in today’s M&A landscape, offering buyers and sellers a mechanism to shift risk and streamline negotiations. Yet, as the RWI market matures, certain recurring disputes highlight the friction between deal economics, coverage intent, and post-closing realities. One common dispute arises when a pre-closing breach continues after the Closing date, raising the thorny question: when does loss stem from a covered pre-closing breach, and when is it attributable to post-closing conduct that falls outside the policy?
Continue Reading The Breach That Won’t Die: Navigating Post-Closing Conduct and RWI Coverage DisputesAmazon’s recent announcement to invest at least $20 billion in cloud computing and AI data center campuses across Pennsylvania—a record‑breaking private investment in the Commonwealth—marks a turning point in digital infrastructure build-out. Spanning sites in Luzerne and Bucks counties, the project promises 1,250 full‑time roles and thousands more in construction, while pairing with high‑demand energy sources like a nearby nuclear plant. The rapid expansion of AI data centers poses a unique set of risks—ranging from construction hazards to power and environmental challenges— and highlights the need those involved in these large infrastructure projects to close potential insurance coverage gaps and to explore alternative risk transfer solutions.
Continue Reading The New Frontier: Data Centers, AI & Insurance ImplicationsThe SEC public company cyber disclosure rule raises issues that companies should consider in reviewing existing insurance coverage and in assessing overall risk.
The SEC recently adopted a new cybersecurity disclosure related rule (the “SEC Cyber Disclosure Rule”)[1] in response to increasing risks associated with cyber incidents and a perceived need for investors to receive more fulsome corporate disclosures about cybersecurity risks, governance, and material incidents. In prior efforts to improve consistency and accuracy of public company cybersecurity risk disclosures, the SEC issued interpretive guidance explaining how cybersecurity risk and incidents should be communicated based on long-standing requirements to periodically—and as needed—disclose material information to shareholders.[2] But in spite of this guidance, in the SEC’s view corporate disclosure practices remained inconsistent, under-disclosure persisted, and investors lacked consistent information by which they could evaluate public companies’ cybersecurity risk. In July 2023, the SEC adopted the SEC Cyber Disclosure Rule, which mandated new disclosures among other things, and which became effective in December 2023.
Continue Reading The SEC’s Cybersecurity Incident, Governance, and Management Reporting Requirements: What you Need to Know to Avoid Cyber and D&O Coverage GapsFollowing record-shattering data breaches, there has been a major push for increased transparency and regulation in the insurance industry regarding consumer data privacy. With an increase in consumer data collection, the threat of ransomware attacks can expose companies to potential litigation or regulatory action if not handled properly.
Read on to learn about the National
On March 26, a containership struck the Francis Scott Key Bridge in Baltimore, Maryland, resulting in the collapse of the highway infrastructure and tragic loss of life.[i] As communities grieve the loss of their loved ones, businesses around the world are grappling with the economic fallout, including significant supply chain disruptions. The closure of I-695, which provides an alternate route for hazardous materials and oversized vehicles that are prohibited from going through the Baltimore Harbor Tunnel, has created a gridlock for companies with distribution warehouses nearby.[ii] The many ships stuck at the Port of Baltimore blockage, which is the top port in the nation for automobile shipments, is likely to create a ripple effect for other ports worldwide.[iii]
Continue Reading Insurance Recovery for Businesses Impacted by the Francis Scott Key Bridge CollapseThe Appraisal Process
Even when an insurer agrees to cover an insurance claim, disputes often arise between the insurer and the insured as to the valuation of the loss, particularly for claims under commercial property and business interruption policies. In these circumstances, policyholders should consider whether and to what extent the dispute could be resolved through an appraisal process before resorting to litigation.
Continue Reading The Appraisal Clause: What It Is, and When to Enforce It