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Guide Helps Directors Prepare to Face the Risk of M&A Litigation

WARREN, NJ, February 6, 2013 — A new loss prevention guide from the Chubb Group of Insurance Companies is helping directors and officers prepare for litigation if their firm engages in a merger or acquisition.

"Merger and acquisition activity is up, and many companies and their directors and officers are being sued as a result of these transactions,” said Evan Rosenberg, senior vice president and global specialty lines manager for Chubb. “While it’s impossible to prevent the filing of a lawsuit, directors may be able to increase their defensibility by following the best corporate governance practices in Chubb’s loss prevention guide."

Chubb’s 21-page guide, "Director Liability Loss Prevention in Mergers and Acquisitions," includes such recommendations as:

  • Directors should have up-to-date strategic plans and long-term corporate strategies that will help them respond to a takeover offer and may serve as a valuable defense if the offer is rejected.
  • When responding to a takeover proposal, directors should create a record demonstrating that they carefully and thoroughly considered relevant information regarding the proposed transaction. 
  • Directors should obtain advice from independent experts with substantive experience in mergers and acquisitions. These advisers should be disinterested in the success or failure of the deal, their compensation should be outcome neutral and they should not have a relationship with any party to the transaction.

Chubb’s loss control guide was written by Dan A. Bailey, an attorney with the Columbus, Ohio, law firm Bailey Cavalieri LLC. Copies of the guide are available through Chubb’s branch offices.

The member insurers of the Chubb Group of Insurance Companies form a multi-billion dollar organization providing property and casualty insurance for personal and commercial customers worldwide through 8,500 independent agents and brokers. Chubb’s global network includes branches throughout North America, Europe, Latin America, Asia and Australia. For more information, visit www.chubb.com.