Litchfield Cavo LLP

Introduction

Beginning in the 1980s, the map of U.S. corporations changed substantially. Numerous corporate entities have been bought, sold, reorganized and refitted. Much of this activity was driven by the economy. In some instances, such as for certain asbestos companies, the efforts were part of an attempt to separate the companies' assets from their liabilities.

Overlaid on this welter of changed relationships is the more static, existing lineup of occurrence - based insurance policies issued to American corporations over decades. This dynamic creates challenges for insurance professionals and their counsel. For example, it is not unusual for coverage to be sought by a corporation that was never issued a policy by the insurer involved, or by a corporate insured but for the liabilities of a corporation that was a stranger to the policy during the relevant time period.

These situations are governed by a combination of state corporations law, insurance contract law and in certain instances, federal law. The interaction of these legal regimes can be complex and is often interesting. In some matters, this interaction can be outcome determinative.

Overview of Relevant Economic and Market Developments

All businesses can be bought and sold. They all can reorganize and restructure. When a business is purchased, it is generally by purchase of stock or of assets. When assets are purchased, various liabilities are usually assumed as well. At times, both types of transactions are used, as when certain assets and liabilities are transferred to a newly created corporate entity and the stock in that entity is then sold.

Underlying claims against a corporation are a type of liability. Historical, occurrence policies are a type of asset. Oftentimes, the implementing transactional agreements specify the assets and liabilities involved. However, this is not always true. The specific liability involved may not have been addressed in the closing documents, or the insurance policies at issue may not have been addressed.

Furthermore, many corporations have been reorganized or restructured. This process often utilizes the types of corporate transactions seen in purchase and sale situations. Indeed, the corporate raider's "m.o." is to sell off undesirable parts of an acquired company in order to enhance stock price. On the other hand, restructuring can often involve a movement of assets and liabilities within the businesses' empire, such as when a group of divisions are combined into a subsidiary.

In many cases, the goal of restructuring activity is to make the company more competitive in the marketplace. Other times, the restructuring is driven by other considerations, such as tax considerations. Sometimes, it seems that the goal of the activity is to separate liabilities from assets. In this way, ownership may attempt to leave certain claimants without the company's assets or wealth to collect against.

The cumulative effects of the movement of corporate stock, assets and liabilities often arrive on an insurers' doorstep in the company of a claim. The claim may involve the behavior of a similarly named company that is not the entity making claim. It may involve the behavior of a company that appears to be a stranger to the insurance contract. It may involve activity at a time when the property was not connected to the insured. It may involve underlying litigation where corporate relationship issues are being litigated and those very issues may be determinative of the insurance claim.

Overview of Insurance Issues

Insurance policies define the insured and the coverage supplied. The named insured is typically defined through a combination of the declarations page and the terms and conditions, including endorsements. The named insured, however defined, is the party enjoying rights and owing obligations under the contract. This becomes important in a variety of corporate transactions. For example, an entity may have been a subsidiary of a principal named insured under some polices, then was sold and became a subsidiary of a principal named insured on still other policies. The named insured issue may arise with respect to claims made to each insurer, depending on the policies' named insured provisions and other facts.

Historically, liability insurance policies exclude certain contractual liabilities. The governing terms and conditions can be manuscripted. Moreover, there can be differences based on various combinations of forms, such as when the Broad Form was used. Sometimes, the insurance claim seems based entirely on an assumption of liabilities by an acquiring company or retention/indemnification by a selling company. In these situations, the basis for the claim against the insured may be contractual alone and a contractual liability exclusion may apply.

The right to insurance may also depend on the method or details of the acquisition or sale of the relevant business. For example, a polluting entity may have been a corporation that no longer exists, or, if it exists, it may not have transferred any of its rights to insurance. In such circumstances, corporations law may become determinative of insurance issues.

Basic Corporations Law

The Corporation is a Juristic Entity

A corporation is legally a person. As such, it is liable for its own acts. Moreover, a foundation of corporations law is the concept of limited liability. Ordinarily, shareholders' liability is limited to their stock interest. For example, if a judgment wipes out a company, its shareholders lose their investment, but the judgment creditor cannot normally chase the shareholders' personal assets.

The corporation's status as a person is a legal fiction. Corporations can only act through people such as officers and employees. Shareholders elect directors. Directors oversee the management of the corporation. Officers and employees usually conduct the day to day management.

Corporation to Corporation Relationships

As "people", corporations can own all or part of other corporations. This leads to the organization of "parents", "subsidiaries", "divisions" and "affiliates". Corporate structure can thus become a complicated network of relationships. Moreover, the stock ownership can be whole or partial. Thus, a subsidiary may be "wholly owned" by its parent, or only partly owned. Subsidiaries may own other subsidiaries, wholly or in part.

Divisions are unincorporated entities that are part of a corporation. They usually exist for organizational purposes, much like insurers have departments. Divisions are part of their corporation. The corporate entity is thus responsible for the division's liabilities and enjoys its assets directly. There is no limited liability for corporations that own divisions with respect to the divisions' liabilities. Similarly, the division should usually be seen as an insured if the corporation it is a part of is an insured.

Corporate Transactions

1. Mergers and Consolidations

When corporations merge, the merging entities become one entity. One of the merging corporations is designated as the surviving entity. The others cease to exist. 8 Del. C. §259A. A merger agreement sets out the details of the arrangement. Corporations law governs the operation and its legal effect. Significantly, the surviving corporation succeeds to the rights and liabilities of both predecessor corporations.

A consolidation is similar. Here, too, there is typically an agreement and corporations law will govern the effect of the transaction. Unlike a merger, neither predecessor corporation survives. 8 Del. C. §259A. Instead, an entirely new corporate entity arises out of the consolidation of all aspects of the predecessors. All the predecessor corporations cease to exist. The surviving entity is the successor to the rights and liabilities of the predecessor corporations.

2. Stock Transactions

A corporations' owners can sell all or part of its stock to a new owner. Although this changes the identity of the ownership and ultimate control of the entity, the corporate entity, as a legal person, is generally unaffected. Thus, the company's rights and liabilities are generally unaffected. Indeed, the stock price should reflect the company's liabilities. Truck Components, Inc. v. Beatrice, 143 F.3d 1057 (7th Cir. 1998). Accordingly, it is important to have a full accounting for known or suspected liabilities. These are classically reflected in the stock purchase agreement or schedules attached to the agreement. Moreover, the seller often indemnifies the purchaser for undisclosed liabilities predating the transaction.1

3. Asset Deals

All or any part of a corporations' assets and liabilities may be conveyed. Sometimes, this approach is used as an alternative to a stock deal to sell an entire company. A variety of business considerations, including tax concerns, can drive the decision to do an asset transaction rather than a stock transaction. On other occasions, a portion of the corporations' business, such as a product line and all that goes with it, will be transferred in this fashion. Still other times, a discrete asset, such as a facility or piece of equipment, is transferred.

Usually, the relevant assets and liabilities are specifically identified. Typically, there are schedules of them in the transaction documents. Moreover, there are often documents, such as deeds, assignments of beneficial interests or bills of sale that implement the transfer of scheduled assets or liabilities.

Unlike in the merger/consolidation situation, the buyer is not generally responsible for the historical liabilities of the seller. Rather, only the acquired liabilities go to the buyer. Those liabilities not assumed by the buyer remain with the seller. As in the stock sale situation, there are frequently indemnity agreements. For example, there may be a representation that all liabilities have been disclosed to the buyer and a supporting indemnity to protect the buyer from any undisclosed liabilities.

4. Dissolution

A corporation can end through dissolution. Dissolution is governed by statute. It features an orderly termination of the corporation's business. Creditors are to be identified and paid. The corporation's remaining assets are then distributed to its stockholders. Typically, the law allows a time after dissolution before liabilities are cut off. This time period varies. See e.g. Illinois Business Corporation Act, Section 12.80; 8 Del. C. §321. Until that time has run, the shareholders can sue and be sued with liability still limited to the shareholders' investment. After the time runs, the dissolved corporation's assets cannot be reached. See M.S. v. Dinkytown Daycare Center, Inc., 485 N.W.2d 587 (S.D. 1992); Citizens Electric Corp. v. Giles Armature & Elec. Works, Inc., 877 F. Supp. 454 (S.D. Ill. 1991); Vance v. North American Asbestos Corp., 203 Ill.App.3d 565 (Ill.App. 1990). Under some state's laws, a corporation's shareholders can be sued for an indefinite period of time after dissolution. See e.g., Gossman v. Greatland Directional Drilling, Inc., 973 P.2d 93 (AK 1999); Timberline v. Jaisinghani, 54 Cal. App.4th 1361, 64 Cal. Rptr.2d 4 (1997); Pensaquitos, Inc. v. Superior Court, 53 Cal.3d 1180, 283 Cal.Rptr. 135 (Cal. 1991).

Analysis of Insurance Issues Involving Corporations Law

The background established has been general, yet should serve the purpose of underpinning a discussion of some of the more important issues that exist at the intersection of insurance law and corporations law.

Acquiring Company's Policy, Acquired Company's Liability (Coverage for After Acquired Liabilities)

An acquiring company can be liable for the polluting activities of the acquired company. This is true even if the polluting activities and resulting property damage happened years before the merger or acquisition. The acquiring company may seek coverage under its own insurance policies from when the polluting activities happened. A policyholder will typically argue that because it is a named insured on the policy, and it is liable for property damage that happened during the policy period, the policies should provide coverage.

In such a case, however, the entity which created the liability was not a named insured at the relevant time. Not every state has addressed this issue. Still, several courts have held in a variety of contexts that a policyholder that acquires liabilities through a corporate transaction after the policy has ended has no coverage for those liabilities under its own pre-acquisition policies. See e.g., Total Waste Management Corp. v. Commercial Union Ins. Co., 857 F.Supp. 140, 146 (D.N.H. 1994); Maryland Cas. Co. v. W.R. Grace & Co., 794 F.Supp. 1206, 1231-32 (S.D.N.Y. 1991), rev'd on other grounds, 23 F.3d 617 (2d Cir. 1993); State of Idaho v. Bunker Hill Co., 647 F.Supp. 1064, 1077-78 (D.Idaho 1986); Armstrong World Indus., Inc. v. Aetna Cas. & Sur. Co., 45 Cal.App.4th 1, 80, 52 Cal.Rptr.2d 690, 726 (1996); Cooper Cos., Inc. v. Transcontinental Ins. Co., 31 Cal.App.4th 1094, 1107-08, 37 Cal.Rptr.2d 508, 515-16 (1995); Caterpillar, Inc. v. Aetna Cas. & Sur. Co., 282 Ill.App.3d 1065, 1073, 668 N.E.2d 1152, 1157 (1996) app. den.169 Ill. 2d 564 (1996); Emerson Elec. Co. v. Aetna Cas. & Sur. Co., 281 Ill.App.3d 1080, 667 N.E.2d 581 (1996), app. den., 186 Ill.2d 587 (1996); Dana Corp. v. Hartford Acc. & Indem. Co., Cause No. 49D01-9301-CP0026, Slip Opinion at 9-21 (Ind. Super. Ct. Aug. 20, 1997), published in Mealey's Litigation Reports: Insurance, vol. 11, no. 42 (Sept. 9, 1997); United Technologies Corp. v. Liberty Mut. Ins. Co., 1994 WL 879545 (Mass. Super. Ct.); CPC Int'l, Inc. v. Hartford Acc. & Indem. Co., Docket No. L-37236-89, Slip Opinion at 36 (N.J. Super. Crim. Div. Apr. 15, 1996), published in Mealey's Litigation Reports: Insurance, vol. 10, no. 25 (May 7, 1996); UMC/Stamford, Inc. v. Allianz Underwriters Ins. Co., 276 N.J. Super. 52, 63-65, 647 A.2d 182, 188-89 (Law Div. 1994); Textron, Inc. v. Aetna Cas. & Sur Co., 638 A.2d 537, 543 (R.I. 1994); Bristol-Myers Squibb v. Highlands Ins. Co., No. 09-96-238-CV, 1997 WL 674765, Slip Opinion (Texas Ct. App. Oct. 30, 1997), published in Mealey's Litigation Reports: Insurance, vol. 12, no. 2 (Nov. 11, 1997); Johnson Controls, Inc. v. Employers Ins. of Wausau, Case No. 89-CV-16174, Slip Opinion at 10 (Wis. Cir. Ct. Dec. 22, 1992). This has been the result whether the liability arose out of a stock purchase, a statutory merger or an asset purchase. See e.g. State of Idaho v. Bunker Hill Co., 647 F.Supp. 1064, 1077-78 (D.Idaho 1986) (merger); Caterpillar, Inc. v. Aetna Cas. & Sur. Co., 282 Ill.App.3d 1065, 1073, 668 N.E.2d 1152, 1157 (1996) (asset purchase); Textron, Inc. v. Aetna Cas. & Sur Co., 638 A.2d 537, 543 (R.I. 1994) (subsidiary acquisition).

Policyholders also argue that there is coverage under certain types of named insured provisions. Typically, the language involved states that the named insured includes subsidiaries "as now and hereafter acquired." See e.g. Cooper Companies, Inc. v. Transcontinental Insurance Co., 31 Cal.App.4th 1094, 37 Cal. Rptr. 2d 508 (1995); Carlson v. Doekson Growth, Inc., 372 N.W.2d 902 (N.D. 1985). The argument goes that if the subsidiary is acquired years after the policy period, it is "hereafter acquired" and all its historical, pre-acquisition liabilities become insured. This argument has generally been rejected by the courts. Id..

Acquired Company's Coverage, Acquiring Company's Liability

Successor corporations facing liability arising out of the actions of their predecessors sometimes make claims under the predecessor’s policy. Whether the successor has rights under those policies can be dependent on the nature of the transaction giving rise to the successorship relationship.

1. Merger

Under most state's merger laws, the surviving corporation retains all of the predecessor corporations' rights and liabilities.2 Accordingly, if the underlying liability arises out of the acts of a predecessor, the surviving company will usually have the right to seek coverage under any predecessor corporations' policies.

2. Stock Purchase

In the case of a stock purchase, the historical rights and liabilities of the corporation persist. Accordingly, a named insured that becomes subject to a stock sale continues to have its rights under the policy. In this instance, the fact of the stock deal does not, without more, affect coverage. However, in the case of a named insured which becomes a subsidiary pursuant to a stock deal, there is case law suggesting that the insured subsidiary itself must pursue the claim. Its owner, or parent corporation, cannot bring the claim itself. This element may be significant in several situations, including in cases where federal diversity jurisdiction depends on the citizenship of the parties. For example, some policyholder coverage suits name a single entity, or a few affiliates as plaintiffs and aver that they sue for all related, affiliated companies. Such a technique masks profound procedural issues and hides the relationships of coverage lines to the sites, among other things.

3. Asset Purchase

One of the ways a business or part of a business can be sold is by a sale of assets. This can be accompanied by an assignment of liabilities, but does not have to be. It is not uncommon for a corporation to sell its assets for cash and then dissolve and distribute the cash to its shareholders. In some circumstances, this will result in the extinguishment of latent liabilities of the dissolved corporation. Perhaps because of this, the courts have created legal theories imposing liabilities on purchasers of corporate assets in certain circumstances.

One such theory is de facto merger. In such a case, all the elements of a merger exist but the entities involved have not gone through the statutory merger procedures. See e.g. General Electric Capital Corp. v. Munson Marine Inc., 1992 WL 48010 (N.D. Ill. 1992); Gray v. Loyola University of Chicago, 274 Ill. App.3d 259 (1995); Fenderson v. Athey Products Corp., Kohlman Div., 220 Ill.App.3d 832 (1991); Sedbrook v. Zimmerman Design Group Ltd., 190 Wis.2d 14 (1994). The transaction usually involves an apparent asset sale from one company to another. However, the actual effect of the transaction will be the full merger of the businesses, albeit without the niceties of a statutory merger.

A second theory is the mere continuation theory. Similar to a de facto merger, various factors indicate that the asset purchaser is in fact a continuation in all meaningful respects of the selling company. Alicki v. Intratec USA, Inc., 769 F. Supp. 336, 340 (D. Or. 1991); Estey & Assoc., Inc. v. McCulloch Corp., 663 F.Supp. 167, 171 (D. Or. 1988); Gall Landeau Young Constr. Co. Inc. v. Hedreen, 816 P.2d 762 (Wash. App. 1991).

In these cases, the asset purchaser is usually the target of the underlying case. Because no coverage should be available under the acquiring company's pre-acquisition policies, the asset purchaser may seek coverage under the acquired company's pre-acquisition policies. In this situation, the critical issue is whether the predecessor's insurance policies transferred to the successor. One line of cases holds that if liability transfers under these theories, the predecessor's insurance policies also transfer by operation of law. Northern Ins. Co. of New York v. Allied Mutual Ins. Co., 955 F.2d 1353 (9th Cir. 1992), cert. denied, 505 U.S. 1221, 112 S. Ct. 3033, 120 L.Ed. 2d 903 (1992); B.S.B. Diversified Co. v. American Motorists Ins., 947 F.Supp. 1476 (W.D. Wash. 1996); Texaco v. Commercial Ins. Co. of Newark, 1995 WL 628997 (S.D.N.Y.).

A contrary line of cases holds that a finding of successor liability in tort does not, in itself, entitle a successor corporation to the insurance coverage of a predecessor. General Accident Ins. Co. v. Superior Court, 55 Cal.App.4th 1444, 64 Cal.Rptr.2d 781 (Cal.App. 1st Dist. 1997); Quemetco, Inc. v. Pacific Automobile Ins. Co., 24 Cal.App.4th 494, 29 Cal.Rptr.2d 627 (Cal.App. 2d Dist. 1994). But see General Refractories Co. v. Travelers Ins. Co., 1995 WL 634451 (E.D. Pa.)(Not following either approach).

Because of the Firmament in the law in this area, claims that an entity held liable under an equitable successor liability theory has rights under the predecessor corporation's policies may have merit. This in turn affects various coverage decisions, including the defense duty decision.3

The Contractual Liability Exclusion

Sometimes, the policyholder's underlying environmental liability results from an indemnification in a corporate transaction. CGL policies typically exclude coverage for liability assumed by the insured by a contract other than certain specified, insured contracts. The exception to this exclusion is broader in policies with the Broad Form (E.g., ISO form GL 0101). Under the Broad Form, the most material type of covered contract is an "incidental contract". The definition of "incidental contract" is extended to mean "any oral or written contract relating to the conduct of the named insured's business". E.g., Commercial Union Ins. v. Basic American Medical, 703 F.Supp. 629 (E.D. Mich. 1989). Basic American holds that an indemnification in a stock purchase agreement did not relate to the conduct of the named insured's business and therefore was not covered under the broad form coverage for contractual liability. See also Lapeka Inc. v. Security Nat'l Ins. Co., Inc., 814 F. Supp. 1540 (D. Kan. 1993)(Insurer had no defense duty in employment cases because the employment contracts were not the insured's corporate responsibility); Travelers Ins. Co. v. P.C. Quote, Inc., 211 Ill.App.3d 719 (Ill.App. 1991)(Sale of a business is not the conduct of that business).

Thus, even the broader contractual liability coverages should not apply to liabilities taken on in the sale of a business. These are unusual in the life of that business and should not be seen as an ongoing risk in the conduct of that business. An indemnity in the sale of a business is distinguishable from an indemnity of a distributor in the sale of a product.

Who has the Right to Make an Insurance Claim for the Subsidiary?

Large businesses have many times secured single insurance policies for the entire family of companies. Sometimes, the company making claim, or bringing the coverage action, is no longer affiliated with the company that generated the liability. Also, as stated, policyholder complaints sometimes generally allege that a corporation sues for all subsidiaries and affiliates. Thus, the issue of who can speak for the former subsidiary dovetails with the need for precision in claims administration and litigation.

Generally, a shareholder cannot sue for injuries suffered by the corporation. Rather, the corporation has that right. Bevelheimer v. Gierach, 33 Ill.App.3d 988, 339 N.E.2d 299 (1st Dist. 1975). Thus, a parent corporation cannot bring an insurance claim on behalf of one of its subsidiaries. See Unijax Inc. v. Factory Ins. Assn., 328 So.2d 448 (Fla.App. 1976), cert. denied, 341 So.2d 1086 (Fla. 1976)(where parent and two subsidiaries were insured under the same policy, each corporation was required to maintain its own action to recover for its loss).

Dissolved Corporations

As established, a corporation may distribute its assets and then dissolve. Notification to creditors is required. Once the dissolution is complete, in many states a statutory period begins to run. Once it is done, the corporation's liabilities are extinguished and the shareholders are protected. Town of Oyster Bay v. Occidental Chemical Corp., 987 F. Supp. 182 (E.D.N.Y. 1997).

However, cases have held that the dissolution statute of limitations on claims against dissolved corporations does not apply to CERCLA claims. See e.g. Idylwoods Assoc. v. Nader Capital, Inc., 915 F. Supp. 1290 (W.D.N.Y. 1996); Chatham Steel Corp. v. Brown, 858 F. Supp. 1130 (N.D. Fla. 1994); United States v. SCA Services of Indiana, Inc., 837 F.Supp. 946 (N.D. Ind. 1993). Cf Ekotek Site PRP Committee v. Self, 881 F. Supp. 1516 (D. Utah 1995); AM Properties Corp. v. GTE Products Corp., 844 F. Supp. 1007 (D.N.J. 1994); United States of America v. Taylor, 1994 WL 512758 (W.D Mich.). These cases apply a federal common law.

A dissolved corporation that cannot be sued also cannot sue. This presents a significant issue where a dissolved corporation seeks coverage under its historical insurance policies. In T K City Disposal, Inc. v. Commercial Union Ins. Co., 761 F.Supp. 552 (N.D. Ill. 1991), a former landfill operator received a PRP letter. The PRP had been dissolved for 15 years. T K City holds that the Illinois Business Corporation Act precludes a dissolved corporation from maintaining a coverage suit.4 See also Raymond C. Dean & Co. v. Sullivan, 1996 WL 631724 (N.D. Ill.); Interurban v. Twin States Publishing, Inc., 638 N.E.2d 882 (Ind. App. 1994).

Moreover, some cases suggest that if the underlying case precedes the running of the statute, then subsequent collection efforts are not barred. Citizens Electric Corp. v. Bituminous Fire & Marine Ins. Co., 68 F.3d 1016 (7th Cir. 1995), holds to this effect. There, a PCB generator at the Missouri Electric Works site went out of business and dissolved in 1986. In 1991, three days before the dissolution statute ran, the dissolved corporation was sued for its share of the remediation costs. In 1993, the underlying claimants agreed to a consent judgment. This was conditioned on an agreement limiting collection efforts to the insurance policies. The garnishment proceeding followed. Citizens Electric holds that the garnishment proceeding was not an independent action. Instead, it was part of the timely filed underlying action. Citizens Electric, 68 F.3d at 1020. See also Mathis v. John Morden Buick, Inc., 136 F.3d 1153 (7th Cir. 1998).

Conclusion

Long-tail liability claims have a profile that frequently implicates corporate issues. Any time a claim involves complicated corporate relationships, their effect on coverage should be assessed.

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1. Indeed, these transactions usually involve a high degree of environmental due diligence. This has been the case, at least since the 1980s. Such due diligence in turn presents a good source of discovery and evidence of knowledge of liabilities, which may be relevant to defenses such as notice and known loss.

2. For example, the Illinois Business Corporation Act provides:

Sec. 11.50. Effect of merger, consolidation or exchange. (a) When such merger or consolidation has been effected:

(4) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as of a public or a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other chose in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.

3. For example, in some states conflicts affect the conduct of the defense, including the right to select and control counsel. Maryland Casualty Co. v. Peppers, 64 Ill.2d 187 (1976) The policyholder will likely resist de facto merger and continuation theories in an underlying case. Yet, to do so would work contrary to its ultimate right to coverage by cutting off claims to predecessor policies. This in turn could affect insurer decisions about the supplying of a defense and its control.

4. However, in states where a corporation can be sued for an indefinite period of time after dissolution, a dissolved corporation, or a tort creditor through a garnishment proceeding, may maintain an action for insurance coverage for an indefinite period of time after dissolution. See Pensaquitos, Inc. v. Superior Court, 53 Cal.3d 1180, 283 Cal.Rptr. 135 (Cal. 1991). Thus, in cases where the successor's tort liability is deemed to be co-extensive with its right to seek coverage, such cases may open a door to coverage for a dissolved corporation.

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We hope this update and analysis will be helpful to you in making and maintaining adequate records of your notice to Illinois insureds of policy cancellations. Please feel free to contact us for further information about this or any other insurance coverage issue.

This article is published by Litchfield Cavo and is for information only. It is not a substitute for legal advice or individual analysis of a particular legal matter. Readers should not act without seeking professional legal counsel. Transmission and receipt of this publication does not create an attorney-client relationship. Please read our entire disclaimer. For further information, write to us at firm@litchfieldcavo.com.