We work for buyers and sellers in corporate transactions, as well as for the firms that advise them. Our job is to make sure the parties in a transaction get the insurance coverage they need, first to make their deal happen, then to protect their interests in the future.

Typical W&I policy coverage:

• 10%-20% of purchase price (but may be able to insure up to 100% - the buyer can arrange this direct with the insurer without seller involvement) 

• Can top-up limit for fundamentals only (again – the buyer can arrange this direct with the insurer without seller involvement)  

• Seller can get nil recourse (ex-fraud) and nil escrow. 

Typical SPA indemnification coverage:

• 5-10%% of purchase price for general warranties. 

• Seller often required to provide100% cap for fundamental warranties. 

Typical W&I policy coverage:

• Inclusion of consequential damages, DIV, multiplied damages and similar damages is heavily negotiated.​ 

Typical SPA indemnification coverage:

• Most insurers are willing to follow silence as long as the purchase agreement does not explicitly grant/exclude such damages.​ 

Typical W&I policy coverage:

• Materiality scrape not that common in the purchase agreement – exception rather than the norm.​ 

Typical SPA indemnification coverage:

• When the purchase agreement does have a materiality scrape, most insurers are willing to follow this.​ 

Typical W&I policy coverage:

• Buyer's recourse is to proceed against the escrow, which may include proceeds owed to management/rollover sellers.​ 

Typical SPA indemnification coverage:

• After retention is satisfied, the policy will respond to all covered matters. Buyer has right (but not obligation) to proceed against the seller to satisfy part of the retention, subject to the terms of the purchase agreement.​ In practice the buyer claims directly against the insurer and not the seller.