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Mergers & Acquisitions Due Diligence

During the due diligence process of a potential merger or acquisition, one of the most often overlooked or inadequately performed segments is the risk management review.

Property and casualty insurance and risk management are vital areas of review.  They may impact the sale price, the purchase agreement or, in extreme circumstances, the completion of the merger or acquisition.

The Risk Management Assessment

There are two areas of risk management due diligence that are vital to the structuring of a transaction.

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The uncovering of undisclosed and / or unanticipated exposures and liabilities that an acquiring organization may otherwise unknowingly assume in a merger or acquisition.

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A complete review and determination of the competency of the acquiring and acquired organizations with respect to their risk management programs and the various current and historical insurance policies, uninsurable exposures, risk transfer mechanisms, employment or employee related liabilities and the policies and procedures for selecting agents, brokers or other service providers.  This will uncover possible ways to improve the risk profile and achieve cost savings after the merger or acquisition is completed.

The review is conducted by evaluation and analysis of the following:

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The organizational structure of both the acquiring and acquired companies.

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The competency and effectiveness of the risk management process in the involved organizations.

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All accrued claim or loss reserves on the balance sheet.

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Claim payments and the funding methods used.

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Methods of alternative risk financing.

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Directors & Officers (D&O) Liability, General Liability, Workers Compensation, Environmental Liability and related coverage or other risk reducing mechanisms.


We Are Independent and That is Important

Because of the crucial decisions that arise from a merger or acquisition due diligence, it is vital that independent thought and analysis be conducted by all parties involved.  Independence creates lack of bias, and avoids actual or perceived conflicts of interest.  When The ALS Group is engaged advocacy for our clients is uncompromised because we do not sell insurance and all engagements are fee based.  Furthermore, we will refuse any assignment that could impair our independence or objectivity.  We are not owned by or do not have any interest in any insurance company, agent or broker whose services could come under review during the due diligence process. 

 

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ALS-UIC offers risk management insurance consulting throughout the United States, Canada, Australia, and the United Kingdom.

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