Merger and Acquisition Litigation

Acquisition Insurance Litigation Merger Insurance Terms Dictionary

M&A litigation is a type of lawsuit that is often brought against the directors and officers of companies involved in mergers. Such requirements are also commonly referred to as “merger objection requirements”.

These situations often lead to litigation as the directors and officers of both the acquiring and the acquired company face a number of conflicts and related obstacles in the event of a merger or similar business transaction. For example, the directors and officers of an acquired company will tend to reject all buyout offers, no matter how beneficial they may be to the shareholders of their company. This is because such persons may lose their jobs as a result of the foreclosure. Similarly, the directors and officers of the acquiring company face the possibility that its own shareholders may claim they have paid too much for the company they have acquired.

Given these (and other) revelations that accompany corporate mergers, almost every decision made by directors and officers in these circumstances can be criticized as an alleged violation of their fiduciary duties.

Accordingly, by 2010, 87.3% of all corporations were satisfied with a merger objection, according to a study by Matthew D. Caine and Steven Davidoff Solomon in the 2014 Takeover Litigation section. In response, directors’ and officers’ liability insurers began adding special, higher withholdings to their forms that only applied to M&A claims. For example, if a policy contains a $100,000 self-insured withholding (SIR), the insurer may impose a $500,000 SIR for merger objection claims.

Workers' Compensation September 25, 2022
- Workers’ compensation is a form of employers’ insurance coverage that pays benefits to workers who are injured or disabled as a result of their work.
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Workers' Compensation Coverage A September 25, 2022
- Workers’ Compensation A protects workers under state law.
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10/10 Rule September 25, 2022
- The 10/10 Rule is a matter of analyzing and demonstrating the transfer of risk as a precondition for the use of reinsurance accounting, which was codified in the early 1990s with the adoption of Financial Accounting Standard (FAS) 113 (and its statutory counterpart, SSAP 62). FAS 113 itself was a response to alleged abuses and set the standard for testing whether something should be called an insurance contract. FAS 113 required that the transfer of risk be demonstrated by comparing the present value of the cash flows associated with the contract and, in particular, by exceeding certain thresholds of “significance” of risk. The thresholds, often referred to as the 9a and 9b tests, are: 9a. The reinsurer assumes significant insurance risk under the reinsured parts of the underlying insurance contracts. 9b. It is possible that the reinsurer could suffer a significant loss from the transaction. While neither “significant” nor “reasonably possible” was defined in this context, standard rules of thumb quickly emerged in the implementation of FAS 113. The most commonly cited is the “10/10 Rule”. This rule states that a contract reaches a threshold if there is at least a 10 percent chance that it will suffer a loss of 10 percent or more in present value (expressed as a percentage of the contract premium ceded).
401(k) Fee Claims September 25, 2022
- 401(k) Fee Claims are claims alleging that those responsible for administering a company’s 401(k) retirement plan allowed the plan’s providers to charge excessive fees. Over many years, even a small difference in the amount of fees charged for administering such plans can have a significant impact on an employee’s balance sheet at the end of that period. Assume that a 401(k) plan investment returns 5 percent annually over a 40-year period. Let’s also assume that an employee contributes $7,500 per year to the plan. If the employee pays 2% per annum during this period, his balance will be $565,509.45. But if the annual pay were reduced to 1.5 percent, a reduction of just ½ percent, the worker’s balance would increase to $634,127.08, a difference of $68,617.63. 401(k) plan fee claims can be especially costly if multiple affected employees file such a class action lawsuit. Fortunately, 401(k) benefit claims are covered by the fiduciary liability policy, since such plans are governed by the Employee Retirement Security Act (ERISA).
401(k) Plan September 25, 2022
- A 401(k) plan is the most common type of defined contribution plan in which employees choose to set aside a portion of their compensation. Under a typical 401(k), employees contribute between 1 and 15 percent of their annual pre-tax salary to the plan each year. In addition to this amount, many employers pay an employee contribution, such as 50 to 6 percent of the employee contribution. For example, if an employee contributes 6 percent of their salary to a 401(k) plan, the employer will contribute an additional 3 percent so that the employee saves a total of 9 percent of their annual salary (i.e., 6 percent contribution plus 3 percent employer contribution). There are annual maximum amounts that employees can contribute, as well as distribution limits under the age of 59.5.
831(b) Captive September 25, 2022
- 831(b) A captive is a captive that may be taxed under U.S. Internal Revenue Code § 831(b), which provides that a captive taxed as a U.S. insurance company may only pay tax on investment income in the year in which in which his insurance premium is registered. is at or below the threshold for the applicable tax year, which was set at $2.2 million or less in 2017, and the premium cap may be adjusted for inflation. Such captives are also known as “microcaptives”.
A.M. Best Rating September 25, 2022
- AM. The best rating is the rating published by A.M. The best company among all life, property and casualty insurers registered in the United States and US affiliates of foreign property insurers groups operating in the United States. Ratings are often used to determine the solvency, suitability, track record, and financial strength of insurance companies. Other rating agencies include Standard & Poor’s, Conning & Company, Fitch and Moody’s.
A201 Construction Contract September 25, 2022
- The contract for the construction of A201 is designed and published by the American Institute of Architects (AIA). This standard document sets out the general terms of a construction contract, including immunity clauses and insurance requirements. While modifications are common, the A201 contract is probably the most widely used of all standard building contracts; therefore, its provisions have risk and insurance implications for many construction projects.
ABC Test September 25, 2022
- The ABC test is a test that is used in several jurisdictions (eg California, Massachusetts, New Jersey) to distinguish employees from independent contractors. The ABC test has three prongs. An employee is only considered to be an independent contractor who is not covered by the wage rules if the hiring organization specifies each of the following conditions. * that the employee is free from the control and direction of the employer in connection with the performance of the work, both in contract for such work and in fact * that the employee performs work that is outside the ordinary course of business of the employing organization * That the employee is usually engaged in an independently established profession, an occupation or business of the same nature as the work performed for the employing organization The ABC test makes it difficult for companies to correctly classify workers as independent contractors, as they must meet each of the criteria. Thus, jurisdictions that use the ABC test are considered to be favorable to plaintiff lawyers filing claims on behalf of employees.
ADA Amendments Act (ADAAA) of 2008 September 25, 2022
- The ADA Amendment Act (ADAAA) of 2008 redefines who is considered “disabled” under the Americans with Disabilities Act (ADA) and over time is likely to increase the number of employees who are considered disabled under the Americans with Disabilities Act (ADA). amendment. The ADAAA has made major changes to the following technical aspects of the ADA by: (1) redefining the term “substantially restrictive”, (2) enumerating and expanding the term “essential life activities” to include “essential bodily functions”, (3) excluding mitigating measures from consideration , (4) expanding the scope of “treated as” claims and specifying that no accommodations are required for “treated as” persons with disabilities, and (5) adding various employer-friendly provisions. ADAAA also requires the Equal Employment Opportunity Commission (EEOC) to issue new rules and guidelines. The rules should be in line with the broader scope provided by ADAAA and include a new statutory definition of “substantial limitations” that lowers the standard for an employee to be recognized as disabled.
AMERCO v. Commissioner September 25, 2022
- AMERCO v. Commissioner is one of three cases heard in January 1991 in which insurance premiums paid to wholly owned insurance companies were considered deductible expenses. Significant unrelated business, among other tests, was critical. [96 T.K. 18 (1991), aff’d, 979 F.2d 162 (9th arr. 1992)].
Abandonment September 25, 2022
- Abandoned property is a clause on property insurance policies that prohibits the insured from leaving damaged property to the insurer for repair or disposal. Arrangement of repair or disposal is the responsibility of the insured, unless the insurer decides otherwise.
Abatement September 25, 2022
- Pollution control is the act or process of reducing the presence of a pollutant (such as asbestos or lead) to some degree or intensity.
Absolute Exclusions September 25, 2022
- “Absolute” exclusions are exclusions contained in certain forms of insurance policies that exclude coverage of claims that are remotely but not directly related to the actual nature of the exclusion. The effect of such wording is to waive coverage in situations where coverage could reasonably be expected to apply. For example, an absolute exclusion in a policy written to cover the risk of insurance agent errors and omissions (E&O) could be read as either implicitly arising from or related to any actual or perceived “injury”. Suppose, for example, that an insurance agent fails to provide bodily injury (BI) coverage for a customer and the customer is later held liable for BI. The client then sues the agent for failing to obtain the appropriate insurance policy. Given the wording of the “absolute” exception noted above, the agency policy may not respond to the claim. This is because the client’s assertion indirectly originated and was “linked” to BI. In recent years, these “absolute” exclusions have become more common, and insurers are increasingly using them to deny coverage to claims that would otherwise appear to be covered.
Absolute Pollution Exclusion September 25, 2022
- Absolute pollution exclusion is the standard pollution exclusion in Insurance Services Office, Inc. Commercial Liability Insurance (CGL) policies. (ISO) after 1986. This exception gets its name from the removal of the “sudden and random” exception from the standard 1973 CGL pollution exception. While it removes coverage for most pollution incidents that may occur in the course of an insured person’s business operations, coverage remains for some significant impacts, most notably certain incidental pollution losses (including hostile fire), product liability and completed operations, and some cases. - the premises are operated by contractors. Since the exclusion is not really “absolute”, a more appropriate nickname for it is “pollution exclusion in broad form”, and it is used in some IRMI publications.
Absorbed Dose September 25, 2022
- The absorbed dose is the amount of a chemical that enters the body of the exposed organism.
Accept September 25, 2022
- To accept means to agree to insure. The insurer accepts the risk when the underwriter or agent agrees to insure it and the essential elements of the insurance contract are known and agreed upon by the parties. Even if the policy has not been issued, once the risk is “accepted”, the insurer is obliged to pay the losses that arise in accordance with the agreed terms of coverage.
Access to Records Clause September 25, 2022
- The access to records clause, also commonly referred to as the “check” or “audit” clause, is one of the most important contractual rights a reinsurer has under a reinsurance agreement. The purpose of this clause is to give the reinsurer the right to inspect the books and records of the cedant applicable to the reinsured business. This is one of the few methods by which reinsurers must assess the business they are contracting under a reinsurance contract and determine whether the reinsurer is complying with the terms of the contract, in particular the accuracy of the policy, assignments and premium calculations. A typical record access offer provides the following. The Reinsurer or its appointed representatives shall have free access to the books and records of the Company on matters relating to this reinsurance at any reasonable time for the purpose of obtaining information relating to this Contract or its subject matter. More recent provisions on access to records are more limited and specific as to the scope, timing and method of verification provided to the reinsurer. Clauses on access to records can be found in most reinsurance contracts. The right of inspection is so ingrained in the customs and practices of the reinsurance industry that it is supported to suggest that the reinsurer has this right even in the absence of an express reservation.
Accident September 25, 2022
- Accident (1) In common usage: an unforeseen and unplanned event or circumstance; or an accident caused, inter alia, by negligence or ignorance (Webster’s Dictionary). In insurance language, a term that is included in the insurance contract for many types of civil liability insurance. In some cases, the word “accident” is a defined term in politics. However, in most cases, the common law becomes the determining factor of what is and is not an accident for the purposes of initiating insurance coverage. (2) In boiler and machine insurance (BM), “accident” is defined in the policy as a sudden and accidental breakdown of equipment that causes damage to the equipment and requires repair or replacement. BM coverage covers loss or damage to the insured object as a result of an accident. (3) In liability insurance, especially in older forms, insurance contracts usually covered injury or loss caused by an accident that was not the result of a deliberate intentional act (even if the intentional act produced an unexpected result). The term “accident” was not defined in such policies. The trigger of coverage in the insurance agreement of modern liability policies, such as the commercial civil liability (CGL) policy, applies to an “incident”, which is defined as an accident, involving persistent or repeated exposure to substantially the same general harmful conditions. . Unlike most other modern day liability policies, the commercial motor third party liability insurance agreement still applies to injury or damage caused by an “accident”. In this case, the policy includes a kind of definition of the term “accident”, i.e. “accident” includes constant or repeated exposure to the same conditions resulting in “injury” or “property damage”. The Personal Automobile Policy (PAP) Liability Agreement states that the insurer will indemnify for bodily injury or property damage for which any insured person becomes legally liable due to a car accident. In this type of policy, the term “accident” is used in its usual sense, without including it as a specific term.
Accident Year Data September 25, 2022
- Accident data for the year is a method of organizing the loss and risk data of an insurer or a group of insurers or in the business book in such a way that all losses associated with accidents that occur during a given calendar year and all premiums received during a given calendar year are compared. the same calendar year. . Thus, regardless of the individual insurance periods and regardless of when a loss is reported or paid out, the 2015 accident data will include all insurance premiums earned during 2015 and will include all losses that occurred in 2015. annual data in their rate suitability analysis. For example, the Compensatory Loss Development Factors (LDFs) published by the National Council for Compensation Insurance (NCCI) are developed based on data from the year of the accident.
Accident Year Experience September 25, 2022
- The year of the incident is the year of the incident, which is any 12-month period that tracks losses from incidents that occur during that 12-month period. The annual accident experience is calculated by adding up the total losses from any accidents that occurred during that 12-month period. Two other cost accounting terms used in claim sorting are calendar year and insurance (underwriting) year.
Accident and Health Insurance September 25, 2022
- Accident and illness insurance is a class or type of insurance that pays benefits for losses caused by illness, accident, accidental death and related health care costs.
Accidental Death September 25, 2022
- An accident is a death that occurs directly and solely as a result of (1) accidental injury visible on the surface of the body or revealed at autopsy; (2) disease or infection resulting directly from an accidental injury as described, onset within 30 days of the date of injury; or (3) accidental drowning.
Accidental Death Benefit September 25, 2022
- Accidental death benefit is an additional provision of a life insurance policy that pays additional benefits in the event of the death of the insured person as a result of an accident. There is usually an additional premium for this position. Also known as additional death benefit or double indemnity.
Accidental Death Insurance September 25, 2022
- Death accident insurance is a life insurance policy that pays benefits if the insured person dies as a result of an accident. Most often, this coverage is combined with dismemberment insurance and offered as accident and dismemberment insurance.

Merger and Acquisition Litigation

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