Heather Sprague is counsel in the liability risk management group, a nationally-recognized practice advising private equity sponsors, hedge fund and mutual fund complexes, and public and private companies on their professional liability and transactional risk insurance coverage, as well as contractual indemnification protections.
Heather concentrates her practice on the use of representations and warranties (“R&W”) insurance, warranties and indemnities (“W&I”) insurance, and other transactional risk instruments in connections with various mergers, acquisitions and investments, including structuring bespoke insurance solutions for complex issues She has negotiated state of the art R&W policies for acquisitions by U.S. private equity sponsors and portfolio companies, as well as for GP-led and LP-led secondary transactions, and has advised European and Asian private equity sponsors and portfolio companies in acquisitions using W&I insurance. Heather’s practice is informed by her prior work as a litigator at Ropes & Gray, in which she managed all aspects of complex commercial disputes at the trial and appellate level.
Experience
- Represented trustees in multiple residential mortgage-backed securities repurchase actions, based on breaches of representations and warranties, in state trial and appellate courts.
- Managed financial expert discovery and testimony for trial team representing the official committee of unsecured creditors of a multibillion-dollar oil and gas exploration and production company that filed for relief under Chapter 11 of the United States Bankruptcy Code in multiparty litigation before the bankruptcy court.
- Represented publicly traded company in federal securities litigation involving claims of insider trading, fraud, and accounting misconduct allegedly caused by improper recognition of revenue for software products and support services.
- Represented an advertising company in a highly publicized multi-district litigation alleging violations of federal computer fraud statutes and privacy violations; successfully defended dismissal of claims on appeal to Third Circuit; and successfully opposed claimants’ petition for writ of certiorari seeking Supreme Court review of the Third Circuit’s decision.
- Represented a large health care services company in state and federal court litigation involving a dispute over a joint venture, including preparation and conduct of pleadings, procedural motion practice, discovery, and settlement mediation.
- Represented a leading medical technology company against a qui tam lawsuit alleging violations of the False Claims Act, including successful defense of dismissal before the Eighth Circuit Court of Appeals.