Law360 discusses the most significant directors and offices insurance cases to watch in 2023. One such case is the Fourth Circuit’s highly anticipated ruling on the applicability of a bump-up exclusion. The insurers are seeking to overturn a Virginia federal court’s decision that the bump-up clause did not apply in the 2016 merger deal between Towers Watson & Co and Willis Group Holdings, denying that the merger was an acquisition. Partner Thomas Breen believes the merger was actually an acquisition, commenting on the technicality of corporate takeover language:

“The reality of what occurred here is that Towers Watson continues to be in existence functioning as a wholly owned subsidiary…That’s one of the hallmarks of an acquisition, not a merger.”

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