O Seguro de W&I como instrumento facilitador do processo negocial de aquisição de participação social de controlo

Abstract

Corporate acquisitions, known in national and international legal jargon as M&A transactions, are based on a demanding, challenging and complex negotiation process, dynamic and phased over time, characterised by its uncertainty. The pre-contractual phase is characterised by an information asymmetry between Buyer and Seller. This informational inequality leads the negotiating parties to take ab initio particular precautions in order to protect their respective interests, setting up mechanisms and designing solutions to safeguard against future pathological scenarios, allowing for the allocation of negotiating risks and providing the negotiating process with legal certainty and security, thereby promoting its predictability and transparency. We propose in this study to analyse the specific features of the W&I Insurance as a tool for mitigating transactional risk and to identify its impact on the negotiation process of company’s acquisitions.