At the heart of every merger, acquisition or other business transaction is the allocation between the parties of the risks and liabilities, whether known or unknown, that are inherent in the deal. Representations and warranties, together with indemnification provisions and the security supporting such indemnity, provide essential protections for the buyer in a business transaction. However, the inability of the parties to agree upon the appropriate allocation of these risks and liabilities, manifested in disagreements over the precise language of the representations and warranties, the scope of the indemnification provisions and/or the appropriate type of security to support the indemnity is often the reason that otherwise mutually beneficial deals fail to reach completion.

Intellectual Property (IP) is widely considered by many companies their primary and most valuable asset. The time consuming and costly defense of patent litigation can significantly impact a company's opportunity for growth and success. In an article on Managing Intellectual Property in February of 2009, Richard Margiano, Associate, at Cohen Pontani Liebrman & Pavane, LLP, said that, “the average patent litigation lasts about two years and costs about $3 million.”

The idea of cloud computing is designed around an architecture whose natural state is a shared pool outside an enterprise. It allows for accessibility via the internet, always available and scaled to demand, and is usually offered as a "pay as you use" feature. While all of this sounds attractive, the use of cloud computing unfortunately has some very real risks for security, privacy, compliance and data integrity.

We have entered a new world for the on-line or virtual company when it comes to the relationship between their customer and their customer's credit card company. Historically, the on-line vendor offers the product and or service with no risk to themselves on the financial portion of the transaction which have been transferred to Visa, MasterCard, AMEX or, in some cases, PayPal.

These are very difficult economic times with some companies struggling from quarter to quarter just to reach the economic recovery phase. Taking a pragmatic outlook on survival seems to be the answer, with an emphasis on managing for the short and long term. Everyone is looking to control costs and avoid unforeseen or unexpected exposures. WGA recently hosted a webcast called "An Economic Survival Guide" in order to illustrate some ways to successfully managing your way through the recession. In this article we offer some sound risk management strategies to assist you in riding out the storm.

The stakes in Technology E&O claims are high when it comes to data breaches and privacy losses. Service providers and website owners are rightfully anxious about covering data losses, however it is still a relatively new area for insurance coverage.

William Gallagher Associates' annual survey of the insurance market takes a look at the coverage, rates, trends and specific risk exposures for the coming year. This year, we hope to provide our best estimates in light of the overall economic uncertainty as well as the potential impact the new administration may have on the insurance industry.

To date, more than forty states have enacted data breach privacy laws and more legislation on both the state and federal level is on the way. Massachusetts is one of the most recent states to enact such a law, with 201 C.M.R. 17.00 set to become effective on March 1, 2010. These laws not only impose significant compliance burdens on organizations

Outsourcing transactional and technical work to other countries is a common and growing practice in the world of high tech. The offshore business process outsourcing (BPO) industry has flourished because of the substantial disparity in labor costs between first world and third world countries. But there are many insidious costs associated with off shoring services that lurk in the shadows, including errors that can be made on a contractual, legal, or a cultural basis.

We may all remember the days of Pac Man, Space Invaders and Asteroids and consider that period the pinnacle of the gaming rage. Fast forward twenty years and combine this same fascination with the internet, and we now have a $10 billion gaming industry whose growth is outpacing that of both movies and music. With the boom of the new gaming craze comes a set of perils and risks that the insurance industry struggles to meet.