As your clients resolve their legal issues, and your expertise assists them to advance in the business world, could the talents of a Chief Risk Officer, benefit you both?

The independent talents of a CRO are such that a co-ordination of reports on past, current and future issues can be presented to the board of directors:

  • Analysis of policies in terms of annual costs over a period of years; are savings being realized as they could be?
  • Analysis of Employment Practises Issues: is there a full time HR manager within the firm and are they providing the necessary employee development plans?  Are there retiring employees from the “Baby Boomer ” age group that will leave a serious gap in work flow?
  • Emerging Issues such as privacy, cyber, environmental, etc.  have to be addressed?  Are these causing your client some unease?


The ClearRisk Manager system of tracking such issues along with Dianes’ ability to be an outside CRO are available at extremely competitive pricing.  Who an afford a full time Chief Risk Officer at $150k per year?  Not many companies but at $10k or $25k it is much more appealing.

Mergers and Acquisitions:

Can commercial insurance be used as a means to transfer future litigation and indemnity costs arising out of new claims arising after the closing date? Have the benefits of these products been discussed and have the costs of such policies been offered by the respective insurance brokers?

Reps and Warranties Insurance:

Buyer Motivations

  1. Additional protection beyond seller’s indemnity cap and survival limitations in purchase agreement;
  2. Collectability risk of indemnity where seller has credit or other financial difficulties;
  3. Distinguish bid in auction process; and
  4. Avoid conflict with management sellers that will remain employed by the target post-closing.

Seller Motivations

  1. Eliminate or reduce need for escrow of portion of sale proceeds after closing;
  2. Lower indemnity obligation; and
  3. Mitigate joint and several liability for minority and passive sellers.


Discovery Clause:

Did the vendor have a Directors & Officers Legal Liability Insurance policy? Have they been offered a Discovery Clause to extend the reporting period for any new claim for a year or more after the cancellation of the policy or the closing date of the sale of the company; i.e. Change in Control?

We can help you with these and other similar situations where an experienced Chief Risk Officer and our web based system at ClearRisk, can monitor and track the flow of information and issue reports.