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Representations & Warranties Insurance Trends – How to Prepare for R & W Insurance Claims

Speaker(s): Alvin L. Reynolds Jr., David Haigh, Greg Naviloff, Joseph P. Rockers, Steven M. Kaye
Recorded on: Jul. 29, 2020
PLI Program #: 304353

Alvin L. Reynolds Jr. is an Executive Director and the head of Atlantic’s Boston office. Under Alvin’s leadership, Atlantic has grown into one of the leading M&A insurance companies in New England. Notably, Alvin has received acclaim for his ability to help clients navigate complex regulatory issues.

In 2018, Alvin was appointed by the Governor of Massachusetts to the Department of Conservation and Recreation (DCR) Stewardship Council. As chair of the DCR’s Policy & Operations Committee, Alvin is responsible for oversight of the DCR’s policy and operations initiatives. Alvin is also a strong supporter of City Year Boston serving as Vice Chair of City Year’s Legal Committee and Investment Committee.

Alvin graduated from the University of Notre Dame with a Bachelor of Business Administration. During his time at Notre Dame, Alvin was a member of the football team as a walk-on defensive back. Following his time at Notre Dame, Alvin honed his business skills in various roles at Bank of America before matriculating to Boston College Law School where he received his Juris Doctor. Additionally, he was President of the Boston College Law chapter of the Black Law Students Association and the recipient of the prestigious Boston College Law School Dean’s Award for Diversity. In his spare time, Alvin enjoys hiking, golfing, grilling and watching football.

David is a co-founder & managing director of Atlantic Global Risk. Atlantic Global Risk is a specialty insurance broker focused on designing four products for its clients: (i) representations and warranties insurance; (ii) tax liability insurance; (iii) contingent risk insurance; and (iv) non-payment insurance. These insurance products are designed and tailored to facilitate different transaction types including: (i) mergers & acquisitions; (ii) distributions; (iii) liquidations; (iv) financings; (v) secondary transactions (including GP-led restructurings); and (vi) reorganizations. In addition, they can be used as risk mitigation tools in the ordinary course operations of a business.

As a managing director, David is responsible for execution teams, implementing Atlantic’s growth strategies and product development. David has supported world leading strategics and private equity sponsors in over 200 transactions all over the world. 

Greg Naviloff, CPA, CFF, CFE, ABV, has assisted clients in multiple roles with the resolution of various post-acquisition mergers and acquisition related disputes.  Greg has experience preparing expert reports and testifying on matters related to Generally Accepted Accounting Principles (“GAAP”), forensic accounting and economic damages and routinely manages computer forensic, business intelligence, electronic discovery, advanced data analytic, forensic accounting and valuation resources to assist clients in the timely resolution of sensitive and urgent issues located in the United States and abroad.  Greg also provides corporate forensic investigation services, anti-bribery and anti-corruption compliance, fraud risk management services, third party due diligence/audits, financial restatement services, controls improvement projects and dispute and litigation support services to law firms, private equity firms, non-profit and multi-national organizations in a broad range of industries (with significant experience in life sciences and health care).

Recent publications include co-authoring “Evaluating your organization’s ability to pay settlement fines”, Feb. 28, 2020

Joe Rockers is a partner in Goodwin’s Financial Industry and Business Litigation practices and a member of the firm’s Risk Management & Insurance practice. Mr. Rockers focuses his practice on complex business litigation, including representations and warranties (R&W) and other post-closing disputes; partnership, LLC, and other corporate governance disputes; insurance- and indemnification-related disputes; restrictive covenant disputes; and a wide range of other commercial matters. His clients include major insurance carriers and brokerages, private equity and venture capital firms, and both public and private companies.

Mr. Rockers’ recent representations include:

  • Numerous insurance carriers in connection with claims and arbitrations for coverage and reimbursement of loss asserted under R&W insurance policies;
  • Minority shareholders in breach-of-contract and breach-of-fiduciary-duty dispute that culminated in multiweek-long trial in state business court;
  • Majority shareholders in business valuation dispute that resulted in successful ruling for majority partners after two-day arbitration;
  • Commercial airline in breach-of-contract dispute that resulted in successful ruling for airline after week-long trial in federal court; and
  • Nuclear power company before state trial and appellate courts in action challenging application of state environmental regulations to nuclear power plant; among many other significant matters.

He clerked for Hon. J.L. Edmondson, then-Chief Judge of the U.S. Court of Appeals for the Eleventh Circuit. While attending law school, Mr. Rockers served as the Editor-in-Chief of the American Journal of Law & Medicine.

In 2018 and 2019, he was named on Benchmark Litigation’s “Under 40 Hot List" and in 2014 and 2015, he was recognized as a New England “Rising Star” by Super Lawyers Magazine.  Notable publications include co-authoring the chapter on Joint Ventures in Thomson Reuters’ Business and Commercial Litigation in Federal Courts, 4th Ed., published in February 2017, and updated annually thereafter.

Mr. Rockers earned his J.D., cum laude, from Boston University School of Law and his B.A. from Dartmouth College. He is admitted to practice before the state bars of GA and MA, the District of MA, Northern District of GA, and the First and Eleventh Circuits.

Steve Kaye is Counsel in Ropes & Gray’s liability risk management group, which is a leading global practice at structuring customized, complex insurance solutions. Steve advises private and public companies and investment management firms (including private equity, hedge and venture capital funds) on matters involving indemnification and insurance. He concentrates his practice on mergers and acquisitions and investments, advising clients on purchasing and negotiating transactional risk insurance policies (including representations and warranties, litigation buy-out and tax liability policies).  His work also consists of drafting and negotiating state-of-the-art liability insurance coverage (including director and officer policies and general partnership liability policies). He also counsels clients on litigation exposure and risk management issues under liability insurance policies.

Steve draws on his past experience as a litigator on behalf of insurance carriers with regard to complex coverage claims. His experience working with insurance companies informs his negotiation and drafting of insurance policies as well as advocating for clients during the insurance claims process.

He earned his B.A. in Political Science, cum laude, from College of the Holy Cross and his J.D., cum laude, from Brooklyn Law School.

His publications include  “Uncharted Waters: Coverage Litigation After SuperStorm Sandy,” The New York State Bar Association Seminar: Advanced Insurance Coverage: Hot Topics, Touch Issues and a Look Ahead (May 2013).