Our Transactional Liability Insurance (TLI) team offers clients the full suite of M&A insurance services and has experience advising on transactions across the globe. The team handles a wide range of products on a facultative and program basis, including warranty and indemnity (W&I), tax, litigation and contingent, title, environmental, and IP insurances.

The team comprises individuals from legal, financial, and insurance backgrounds, with unrivalled experience in the M&A insurance market. At the heart of our success is the importance we place on understanding our clients’ needs and adopting a proactive approach to broking, ensuring the best possible outcomes for our clients. We lead the negotiation and placement of the insurance policy on behalf of our clients and its advisors, reducing the time and cost involved in the process, to achieve a pareto-efficient placement.

Our Transaction Liability Insurance solutions include:

W&I

The W&I policy is tailored to the client’s needs, providing cover for losses arising from a breach of warranty and a claim under a tax indemnity/covenant. W&I has developed an increasingly solution-driven approach over recent years: reduced pricing, improved processes, and enhanced coverage have made W&I suitable for many M&A transactions.

Tax

Tax insurance is structured to ring-fence potential tax issues, providing cover for known risks that fall outside the scope of W&I. The policy provides certainty and comfort to the insured, offering financial recourse in the event the tax risk crystalises. With tax authority inquiries and challenges increasing year on year, tax insurance is becoming an invaluable tool for clients.

Litigation & Contingent

Litigation and contingent insurance covers specific and identified contingent risks, typically in respect of future legal and regulatory issues. The tailored policy provides the insured with certainty and comfort by transferring the risk from the insured’s balance sheet to the insurer’s.

Title

Title insurance provides broad-spectrum cover for title and ownership risks relating to the ownership of shares and real estate. The cover complements that given under title and capacity warranties but will typically provide coverage up to the full value of a transaction and allow for recovery on an enhanced basis.

Environmental

The tailored environmental policy is designed to provide cover for liabilities relating to unknown and known pollution and environmental issues, which arise from pre-existing events as well as ongoing operations. The environmental policy can either be used as a stand-alone policy covering environmental indemnities falling outside the scope of traditional W&I or as a bolt-on to a W&I policy to provide enhanced environmental warranty coverage.

IP Assets

IP insurance is designed to dovetail with the warranties and indemnities contained in the SPA. The policy can provide enhanced IP coverage of the underlying IP warranties and indemnities, particularly in respect of title and infringement risks, as well as provide affirmative cover for matters otherwise falling outside the scope of traditional W&I.