Joseph Cosentino is a partner at Clifford Chance US LLP, co-chair of the US M&A Insurance Group and leads the transactional risk practice.  James Grayer is a counsel at Clifford Chance US LLP, a former Kramer Levin LLP Corporate Partner and a former representation and warranty underwriter.  Joe and James have each represented insurers and insureds in obtaining representation and warranty insurance as well as being transactional lawyers for many years.  Additionally,  each of Joe and James has worked for insurance companies, including, in James’ case, as a representation and warranty underwriter.


James Grayer

James has more than 20 years of experience in private practice, and has most recently held an executive position as a Representation & Warranty Insurance underwriter and policy specialist.

In private practice, James has acted as counsel to C-suite executives and boards of directors in transactional, contract, compliance, governance and disclosure matters. He has advised on mergers and acquisitions (domestic & international) for publicly and privately-held corporations and private equity firms across a wide variety of industries, with a particular focus on branded consumer goods and biotech / life sciences.

James has experience advising on joint ventures for domestic and international clients and has provided outside general counsel advice to several publicly traded company clients. He has a working knowledge of SEC rules applicable to public companies, and has led all aspects of transaction structuring, diligence, negotiation, drafting and execution on a wide variety of matters.

This program is approved for CLE credit in the following states: New York, Pennsylvania, California, Illinois, Texas, Arkansas, Nevada.


This program is pending CLE credit in the following states: Georgia, Iowa, Minnesota, Missouri, North Carolina, Ohio, Tennessee, Utah, Vermont, Wyoming and Wisconsin.


This program is pending CLE and CPD credit for self-application by the attorney or for reciprocal CLE credit in the following states: Alabama,Alaska, Arizona, Colorado, Connecticut, Delaware, Florida, Hawaii, Idaho, Indiana, Kansas, Kentucky, Louisiana, Maine, Montana, Nebraska, New Jersey, New Hampshire, New Mexico, North Dakota, Oklahoma, Oregon, Québec, Rhode Island, South Carolina and Washington.


We do NOT provide CLE for: Virginia or Mississippi.


This program is appropriate for newly admitted attorneys and experienced attorneys.

Navigating Representation and Warranty Insurance in M&A Transactions for In-House Counsel


Event Description

In the context of mergers and acquisitions (M&A), representation and warranty insurance serves as a form of protection for both the buyer and the seller against financial losses resulting from breaches of representations and warranties made during the deal.

The in-house lawyer and the outside M&A lawyer have different roles in assisting their client in obtaining representation and warranty insurance for a transaction


Join us on Wednesday, April 17, 2024 at 12pm ET / 9am PT for the next edition of our IHC Deep Dives Series, as Joseph Cosentino and James Grayer of Clifford Chance will focus on areas of particular interest for the in-house lawyer, including:


  • understanding the reasons for using reps and warranties insurance in lieu of a more traditional indemnity structure (including a discussion of the prevalence of the use of representation and warranty insurance in the current deal environment);
  • the current state of the market;
  • defining the scope of diligence;
  • advising internal stakeholders on how the RWI policy may shape the agreement negotiations;
  • the interplay of underlying business insurance and representation and warranty insurance; and
  • how to get the best out of the underwriting call process.

This Webinar will also briefly touch on other transactional risk products for in-house lawyers to consider in and outside of M&A transactions.


Who should attend:

In-house counsel, compliance officers, risk managers and legal operations professionals who participate in or manage mergers and acquisitions.


There is NO COST to attend this program!

This LIVE program is FREE thanks to our gracious sponsor, Clifford Chance! If you can’t make it to the live program, the recording will only be available for viewing via our paid CLE library, In-House Connect On-Demand!

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