Leo Berwick brings the best of the Big 4 and Big Law together to help brokers and underwriters evaluate potential risks. Where other firms have “an expert”, Leo Berwick has an expert team from the time you introduce us to the potential risk. We coordinate with you, the broker, and potential insured to gain a clear picture of the situation so that we can assist you as quickly as possible.
In any tax insurance underwriting, mastery of the facts is key. We ask the key questions that are necessary to determine the likely tax outcome. Our team analyzes any materials prepared on behalf of the potential insured and can quickly determine whether that analysis is on-point as well as the specific pressure-points underlying the risk.
We work closely with the underwriter to craft policy terms and suggest exclusions to protect the insurers and can assist in explaining the risk to additional markets as needed.
Leo Berwick has assisted underwriters to evaluate a variety of tax risks
- REIT qualification
- Sham transaction doctrine
- Transfers of property for services under Section 83
- Tax treatment of recissions and contract reformation
- Tax-deferred contributions of property to a corporation prior to a sale
- Payments for contingent liabilities in an M&A transaction
- California revenue factor sourcing and alternative apportionment
- US permanent establishment risk
- Carrybacks of operating losses
- Tax-deferred reorganizations
What We Can Do For You.
Whether you are a tax insurance broker or underwriter, Leo Berwick can give you an edge as you navigate tax risks.
Underwriting Assistance
Evaluation of submissions
- Review broker submissions with a highly credentialed team of experts with deep knowledge of the particular risk area
- Providing an underwriter with all of the information they need to assess the risk of a tax policy in order to determine if a bid should be submitted
- Identifying potential holes in broker submissions and compiling targeted and detailed additional information requests
Underwriting
- Review the quantitative underpinnings of the broker submissions to test assumptions and inform potential representations or policy exclusions
- Draft underwriting memo that sets out Leo Berwick’s evaluation of the risk
- Assist with a review of the policy, including exclusions, policy representations and fixed tax assumptions
- Discuss risk with excess markets
Broker Assistance
Review submission materials
- The client may wish to use its own advisors to draft tax insurance submission materials. Leo Berwick can review the memo prior to submission to underwriters
- Ask questions and make suggestions to improve the submission package in order to enhance the potential insured’s ability to obtain bids and minimize price
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Draft submission materials
- Leo Berwick can work with the broker and potential insured to draft a complete submission package
- Assemble a team of highly credentialed experts to work wth the potential insured to draft a complete submission memorandum (including, if requested, a formal tax opinion)
Post-submission
- Work with the potential insured to answer questions posed by underwriters and their advisors
- Review key policy terms, including proposed exclusions, representations, and assumptions
Case Study
Leo Berwick Assists Underwriter with Risk Evaluation
An underwriter client approached us regarding a complicated compensation and benefits matter involving a company that was about to be acquired. The Company’s management stock ownership plan contained certain unique features whereby management acquired Company stock with little down-payment and an unsecured promissory note. The acquirer’s tax advisors believed these features were particularly risky and the parties agreed to explore tax insurance to cover the potential risk.
We reviewed a memo prepared by a respected international law firm, but it became clear that the law firm had not done any data analysis regarding the amounts of stock transferred, the terms of the notes compared to the age of the management issuers, and the amount of management’s deferred compensation that could be offset against the otherwise unsecured promissory notes.
Combining data analysis with a thorough knowledge of the regulations in this area allowed Leo Berwick to assist the underwriter in its understanding of the risk and the policy was bound.
Let’s work together.
You want an M&A tax expert who gets it. A commercially minded expert who understands deals, not just taxes. A partner who shares your drive for minimizing risk, maximizing value, and accelerating returns.
That’s Leo Berwick. The first call you make for any deal.