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Reps & Warranties Insurance: No Longer Optional

Speaker(s): Craig A. Schioppo, Jonathan C. Kim, Mark E. Thierfelder, Markus P. Bolsinger
Recorded on: Jun. 17, 2015
PLI Program #: 147289

Craig Schioppo is a managing director with Marsh’s Transactional Risk Group in New York. As the Transactional Risk Practice Leader, he is known as an expert in the insurance of financial and transaction risks, including M&A insurance, tax insurance, and insurance programs addressing regulatory, environmental, and litigation risks. Craig is constantly involved in the development of dedicated insurance products that facilitate mergers, acquisitions, and other corporate transactions. He is also involved in negotiating the terms and conditions of all of the transactional risk solutions.


Craig joined Marsh in 2003. He began his career as a staff accountant at Anchin Block & Anchin LLP in 1993. After spending two years as an auditor, Craig spent the next five years as a supervisor in the Tax Department where he was intimately involved in both corporate and individual tax planning and compliance. During his last four years as an accountant, Craig attended New York Law School as an evening student and was a Notes and Comments Editor of the law review.

Upon graduating law school, Craig spent the next four years practicing corporate and securities law at Kramer Levin Naftalis & Frankel LLP. As a corporate attorney, he had a diverse transactional-based practice with significant experience in domestic and cross-border mergers and acquisitions, joint ventures, securities, and general corporate matters.


  • BS in accounting, the State University of New York at Albany
  • JD, New York Law School, magna cum laude


  • Resident property and casualty insurance broker in the State of New York
  • Nonresident property and casualty insurance broker in a majority of US jurisdictions
  • Admitted to practice law in the State of New York

Jonathan Kim, a partner in Dechert’s New York office, focuses his practice on mergers and acquisitions, corporate finance, and leveraged finance matters. He represents strategic buyers and sellers and financial sponsors in mergers, acquisitions, and divestitures.

In addition, he represents borrowers, equity sponsors, and lenders in domestic and international leveraged finance transactions in the United States and Asia, and advises on securities offerings of equity and debt.

Mr. Kim’s clients include financial investors such as Centre Partners, Sterling Investment Partners, One Equity Partners, GIC, Versa Capital Management and Quilvest. His clients also include privately held and publicly traded companies such as MacAndrews & Forbes Holdings Inc., Arbor Realty Trust, Kumho Investment Bank, Morgan Creek Capital Management, Mood Media Corporation, Lumara Health Inc., Command Alkon and Universal American Corp.

Mr. Kim is a graduate of Binghamton University, State University of New York (B.S., 1999) and Georgetown University Law Center ( J.D., 2002). He is a member of the Asian American Bar Association of New York, Corporate Law Committee.

Mark E. Thierfelder is chair of the firm's corporate and securities group, chair of the global private equity practice and member of the firm’s Policy Committee. He concentrates his practice on private equity transactions and domestic and international mergers and acquisitions throughout North America, Europe and Asia. In particular, Mr. Thierfelder represents leading private equity funds and their portfolio companies in a full range of corporate transactions, including mergers and acquisitions, recapitalizations, leveraged financings, restructurings, and reorganizations. In addition, he negotiates, structures, and executes corporate transactions on behalf of strategic buyers and sellers, and has significant experience representing banks and other institutional lenders in leveraged financings and restructurings.

Over the course of his 25+ year career, Mr. Thierfelder has acted on some of the most significant transactions in the market. In fact, he played a lead role advising on the two largest private equity-backed acquisitions globally in the past three years, according to Thomson Reuters, including his representation of GIC in the acquisition by a Blackstone-led consortium of a majority stake in Thomson Reuters’ Financial & Risk business at an overall valuation of US$20 billion, and his representation of SK hynix as part of a consortium in the US$18 billion acquisition of Toshiba Corporation’s NAND flash memory and solid-state drive business. 

Mr. Thierfelder is consistently recommended by legal directory Chambers USA, where he is listed as a leading lawyer for Corporate/M&A in New York and Nationwide Private Equity Buyouts. In recent editions of Chambers, he has been described as “a businessperson's attorney,” who “has a great sense of deal dynamics and what's really going on,” is “very knowledgeable and understands the nuances involved in everything he handles” and “gets the best deal possible.” Clients have noted he is a “go-to for high-level advice on complex M&A matters" and is "a trusted partner to help navigate not only legal issues, but also business issues that arise during every negotiation." Clients have also commended him as “a fantastic leader” and “one of the most sophisticated lawyers” who “possesses a command of the entire deal process, has great commercial awareness and a good temperament for negotiating with the other side.” He has also been listed as a top private equity and mergers and acquisitions lawyer for the past eleven years by The Legal 500 (U.S.), which singled him out as an “outstanding business lawyer,” “exceptional strategist” and a “recognized expert in private equity transactions.” The Legal 500 (U.S.) has also stated that he does a “stellar job” with “very good commercial sense” and that clients “value his advice and his commitment greatly.” In addition, Mr. Thierfelder is recognized by the IFLR1000, where he is one of only 36 lawyers in the United States named a Market Leader for Private Equity and M&A.

He is also a frequent speaker and author on mergers and acquisitions and other corporate and securities topics. He has been published or featured by CNBC and Bloomberg Markets as well as in The Deal PipelineNew York Law JournalMergers & Acquisitions magazine, Investment Dealers’ DigestLaw360Private Equity Online and other prominent media outlets. In addition, Mr. Thierfelder was recently selected to attend the Harvard Law School Leadership in Law Firms conference, a six-day intensive program for senior law firm leaders around the world to develop perspectives and skills necessary to be effective law firm leaders.

Mr. Thierfelder has extensive industry experience representing clients in sectors including technology, consumer products, defense, energy, infrastructure, retail, media and communications, healthcare, restaurants, life sciences, fishing, semiconductors, software, manufacturing, financial services and food and beverage. As a result, he can anticipate and address industry-unique issues that often arise in the transaction process and structure the transactions efficiently.

Mr. Markus P. Bolsinger structures and negotiates complex transactions, including domestic and transatlantic mergers and acquisitions, leveraged buyouts, recapitalizations, going-private transactions, bank and mezzanine financings, and venture and growth investments. He also advises on general corporate and corporate governance matters. Mr. Bolsinger’s experience extends across industries, including the agribusiness, consumer, food and beverage, healthcare, industrial, packaging and restaurant sectors. His clients have included leading private equity firms, such as Apax Partners, First Atlantic Capital, ICV Partners, Irving Place Capital, New Mountain Capital, Vestar Capital and J.H. Whitney & Co. In addition to his core private equity and corporate experience, Mr. Bolsinger is noted as having extensive expertise in transactional risk insurance for mergers and acquisitions, and frequently speaks and writes on the topic in major media outlets.

Prior to joining Dechert, Mr. Bolsinger served as a corporate partner at another international law firm where he received the firm's Pro Bono Service Award for every year from 2010 to 2014.

Significant Representations

Packaging Industry

  • First Atlantic Capital in connection with its acquisition of Resource Label Group, Pamco Label and C.P. Converters.
  • Resource Label Group in connection with its acquisitions of substantially all of the assets of Oxford Graphics, TLC The Label Company and substantially all of the assets of A1 Label.
  • C.P. Converters in its acquisition of MRI Flexible Packaging Company.
  • Waddington North America in its sale to Olympus Partners.
  • First Atlantic Capital in connection with the US$500 million sale of Captive Plastics to Berry Plastics.
  • First Atlantic Capital in connection with the approximately US$284 million sale of Ranpak to American Capital.

Food and Beverage Industry

  • Blacksand in connection with its approximately US$400 million hostile tender offer for Lascelles deMercado.
  • First Atlantic Capital in its divestiture of Country Pure Foods.
  • ICV Capital Partners in its divestiture of Sterling Foods.
  • Vestar Capital Partners in its acquisition of the Birds Eye frozen food business from Pro-Fac Cooperative.

Restaurant Industry

  • Entertainment Cruises in its sale to The Pritzker Group.
  • Ignite Restaurant Group in connection with its pursuit of a dual-process, resulting in its initial public offering.
  • J.H. Whitney in connection with its acquisition of Joe’s Crab Shack.
  • ICV Capital Partners in connection with its acquisitions of Spirit Yachts and Premier Yachts.

Transportation Industry

  • ICV Capital Partners in connection with its acquisitions of Cargo Airport Services, Integrated Airline Services and Perishable Handling Specialists.
  • First Atlantic Capital in connection with its acquisition of Bealine Service Company.


  • First Atlantic Capital in connection with its acquisition of TestEquity and substantially all of the assets of Electro-Wise Dallas.
  • First Atlantic Capital in connection with its acquisition of Sprint Industrial, Southern Tank Leasing and substantially all of the assets of Intrinsic Solutions.


  • ICV Capital Partners in its divestiture of AAMP of America, The Hilsinger Company, and MRG Holdings.
  • Brita GmbH in connection with corporate matters.
  • Apax Partners in its US$100 million acquisition of Spyder Active Sports.
  • Bear Stearns Merchant Banking in its acquisition of New York & Co.

Services Industry

  • ICV Capital Partners in its acquisition of OneTouch Point.
  • Compass Advisers Group in its planned combination with Richmond Park Partners.
  • ICV Capital Partners in its divestiture of PFM Group.
  • New Mountain in connection with its acquisition of ACA Compliance, Vincent Performance Services, Northpoint Fintech and Aponix FT Solutions.

Healthcare Industry

  • J.H. Whitney in connection with its acquisition of Pediatric Services of America, Inc., known as PSA Healthcare.

Agribusiness Industry

  • Leading agriculture private equity fund in connection with its acquisition of a large scale organic dairy operation and a large scale grape growing and distribution operation.

Includes matters handled at Dechert or prior to joining the firm.


Eberhard Karls University, Tübingen, J.D., 1993
Eberhard Karls University, Tübingen, Dr. jur., 1998, magna cum laude
University of Chicago Law School, LL.M., 1997

Bar Admissions/Qualifications
New York