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Whether you’re an experienced veteran in the private equity market, or a strategic buyer looking for a deal-facilitation tool, there can be a steep learning curve when navigating the ins and outs of RWI. To that end, I’d like to share with you some key pieces of advice to help make that curve a bit less steep, and maximize the effectiveness of RWI in your deal.

Given that the majority of board members are not very satisfied with their compliance and ethics training, how do we ensure boards get the training they need in a way that’s relevant to them? Few public companies require that their board members attend external training sessions, but many public companies encourage their board members to attend a training session such as Stanford’s Directors’ College or other similar conference every one to two years.

The Supreme Court’s decision in Cyan v. Beaver County Employees Retirement Fund surely has the plaintiffs’ bar popping champagne. Insurance carriers are likely preparing to raise self-insured retentions (think: deductibles) and premium rates for D&O liability insurance for IPO companies. 

AB 262 was signed into law by Governor Brown in 2017. The law will require, for public works projects entered into on or after July 1, 2019, that the successful bidder submit an Environmental Product Declaration (EPD) to the awarding agency/authority. By January 1, 2019, the Department of General Services (DGS) will establish and publish in the State Contract Manual the maximum acceptable global warming potential for each category of eligible materials. Eligible materials include: carbon steel rebar, flat glass, wool board insulation and structural steel.

I recently attended a public company board member roundtable, hosted by the recruiting firm Spencer Stuart, where their executives discussed the topic of CEO succession. Spencer Stuart didn’t just come with an opinion for this talk, they came with data. Let’s take a look.

The question of “Who pays for what?” is pretty important when it comes to any aspect of an M&A transaction. This is a question I get asked a lot with regards to the use of Reps and Warranties Insurance. Unsurprisingly, underwriters aren’t concerned where the money comes from as long as they get paid their premium.

On March 5th, the IRS released Rev. Proc. 2018-18, addressing a variety of changes to tax rates and inflation-adjusted thresholds in accordance with the Tax Cuts and Jobs Act passed late in 2017. Under the new tax legislation, the methodology for determining adjustments to limits, for things such as FSA and HSA contributions, is tied to a chained CPI, probably resulting in slower upward adjustments over time.

How does one carry out fiduciary duties in the most complex of situations—like when board members represent venture capital investors? Or when a private company’s path to going public goes sideways and leaves the common stockholder with little to nothing?

When the General Data Protection Regulation (GDPR) goes into effect on May 25th, significant new obligations will be placed on companies doing business in the EU or with European citizens. Adopted in 2016 after a lengthy debate among EU member companies, GDPR goes far beyond the data breach notification requirements that we are familiar with in the US.

Once in a while, I come across unique requests from clients (especially those who are real estate developers or owners), where the landlord or the tenant wants to shift insurance obligations in the lease from one to the other. This action can be tricky, because critical lease clauses –if not carefully reviewed by a broker--can cause real problems in the event of a claim.