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Session C

Navigating Transaction Liability in M&A: Mitigating Buy-Side Risk

Presented By: Aon / Morrison Cohen LLP

Buy-side M&A activity carries a unique set of risks—and failing to identify, manage, or mitigate them can have costly consequences. This session explores the evolving landscape of transaction liability from the buyer’s perspective, including the tools, strategies, and deal structures used to reduce exposure. Hear from seasoned acquirers, legal experts, and insurance professionals as they discuss representations and warranties, indemnification, RWI coverage, and the often-overlooked risks that can derail a deal post-close.

Moderator:

Jessica Harger
Managing Director, M&A and Transaction Solutions, Tax
Aon

Jessica Harger is part of Aon's Transaction Solutions team and focuses primarily on tax insurance. Prior to joining Aon in 2016, Jessica worked as a tax consultant, most recently in Ernst & Young's Transaction Tax group. Jessica began her career at PricewaterhouseCoopers, advising financial services clients and focusing on international tax issues in M&A transactions. She has advised on both private equity and strategic corporate deals from the buy-side and sell-side.

Jessica has experience in all stages of the transaction life cycle, including strategic analysis of opportunities, development of financial and tax structures, due diligence and negotiation of sale and purchase agreements, and post transaction implementation. Jessica is admitted to the bar in New York, and was recognized as a Power Broker and Rising Star by RISK & INSURANCE Magazine in 2019, 2020, and 2021 for her work with tax insurance in M&A transactions.

Panelists:

Shannon Foote
Partner
Freeman Spogli

Shannon joined Freeman Spogli in 2016 and became a partner in 2025

Kristie Kalenka
Vice President
Kohlberg & Company

Ms. Kalenka joined Kohlberg in 2019 and was named a Vice President in 2022. Prior to joining the Firm, Ms. Kalenka was with Tengram Capital Partners. Prior to that, she was with Financo. She is a member of the board of directors of Spinal Elements, DecoPac and Sara Lee Frozen Bakery. Ms. Kalenka received a B.S.B.A from Georgetown University and an M.B.A. from The Wharton School.

Randi Mason
Partner & Co-Chair, Corporate
Morrison Cohen

Randi Mason helps private investment funds, business owners and executives buy and sell businesses, raise and invest capital and navigate the multitude of daily problems businesses face. 

Clients seek Randi’s counsel to help them simplify complex challenges, creatively solve difficult problems, overcome seemingly insurmountable impasses and efficiently close transactions.

Clients value Randi’s unique combination of legal skills, people savvy and business acumen. She makes a point to listen carefully to her clients’ interests and objectives, devising effective and practical strategies and tactics to purse her clients’ goals. Randi uses her people skills and high EQ to negotiate outcomes that maximize her clients’ interests. Her approach is bolstered by excellent technical skills and deep legal knowledge borne out of decades of advising clients on a vast array of sophisticated and complex legal matters. 

Randi’s clients include private equity and venture capital funds, pooled investment vehicles, public companies and mature privately held companies, as well as early- and growth-stage businesses and their founders. She has represented clients in a broad range of industries, including consumer products and services, health and wellness, apparel and accessories, food and beverage, software and technology, medical equipment, industrial manufacturing, and advertising.

Randi joined Morrison Cohen in 2005. She was previously an associate in Weil, Gotshal & Manges LLP's capital markets group.

Conference Location

180 Central Park South
New York, NY 10019
Tel: (212) 767-7000