Nobody Does an M&A Deal Hoping to File a Large Representation & Warranty Insurance Claim: Advantages and Pitfalls of Representation & Warranty Insurance

Sarah Schwartz, Senior Legal Counsel, Mergers and Acquisitions, Amadeus, Spain

Representation and Warranty Insurance (“R&W Insurance”) was introduced into the market in the 1990’s, although recently it has taken the mergers and acquisitions (“M&A”) world by storm. This product has reached maturity , and as a result, every M&A practitioner should take the time to understand how it differentiates itself from traditional seller-backed indemnity regimes. While it shifts risk related to post-closing breaches of representations from the seller to the insurer, it does not fully replicate a seller-backed indemnity regime. For me, a profound difference between the two models is that R&W Insurance is a “product” sold by experienced professionals. This fundamental difference should impact how a M&A practitioner approaches R&W Insurance.

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Spain Insurance Insurance March 2021 Vol.14, No. 54, Winter 2021

Sarah Schwartz

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Sarah J. Schwartz is an attorney licensed to practice law in Illinois, USA and Spain. She has practiced law since 2006 in the USA and in Spain and is currently employed by Amadeus IT Group, S.A. as Senior Legal Counsel, Merger & Acquisitions. At Amadeus, Ms. Schwartz provides legal and strategic advice and oversight on M&A deals, venture capital investments, integration of acquired businesses, corporate governance, and other strategic projects. Her deal experience involves cross-border work throughout Europe, North and South America, and Asia. Prior to Amadeus, she developed her career in the Mergers & Acquisitions departments within the Madrid office of Baker McKenzie and the Chicago office of McGuireWoods LLP. Ms. Schwartz obtained her law degree from the University of Illinois, College of Law in 2006, and she obtained her Spanish legal degree through the homologación process with the Spanish Ministry of Education and the Universidad Nacional a Distancia in 2010. Before law school, she obtained a Master of Arts degree in Spanish Literature and Language from Middlebury College after studying abroad for one year in Madrid and a Bachelor of Arts degree from the University of Notre Dame in South Bend, Indiana.

Amadeus

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As a travel technology company, Amadeus builds the critical solutions that help airlines and airports, hotels and railways, search engines, travel agencies, tour operators and other travel players to run their operations and improve the travel experience, billions of times a year, all over the world. Amadeus is a company listed on the Madrid Stock Exchange, Ibex35, and EuroStoxx50, with over 19,000 employees and operating in over 190 countries.

Spain Insurance Insurance March 2021 Vol.14, No. 54, Winter 2021

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