Practice Areas: Business Law
Original Production Date: 12/15/2025
Run Time: 1:01:00
LA Course Exp: 12/14/2026
Mergers and acquisitions require lawyers to balance fast-moving deal timelines, complex drafting, extensive diligence, and coordination among multiple parties — all under heightened professional liability exposure. This CLE provides a practical, data-driven overview of the most significant malpractice risks that arise throughout the lifecycle of an M&A transaction, including pre-closing diligence failures, drafting errors, communication breakdowns, and post-closing claims. Drawing from real-world claims statistics and industry trends, the course outlines key deal points where lawyers are most vulnerable, explains how errors typically occur, and offers actionable strategies for mitigating risk through disciplined workflows, documentation practices, internal controls, and the effective use of insurance products.
Learning Objectives:
1. Identify the primary professional liability risks faced by lawyers in M&A practice at the pre-closing, active deal, and post-closing stages.
2. Recognize common failure points in diligence, contract drafting, deal structuring, redlining, and communication that contribute to malpractice claims.
3. Implement effective risk-management strategies, including conflict checks, diligence protocols, documentation discipline, and internal oversight controls.
4. Understand how indemnification structures, caps, baskets, survival periods, and escrow arrangements can shift or minimize liability.
5. Evaluate the role of RWI and TLPE insurance products in addressing gaps in transaction protection and reducing exposure for buyers, sellers, and counsel.
6. Apply a defensible M&A practice framework that includes standardized engagement terms, peer review, closing documentation, and post-closing reporting.
Dieter Clauss is Vice President of Clauss & Co., Inc., where he leads the professional liability program for Lawyers Insurance Group. He specializes in advising law firms and attorneys on risk management, professional responsibility, and malpractice coverage, helping legal professionals safeguard their practices while meeting client and ethical obligations.
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