Decide whether buy-side or sell-side warranty and indemnity cover better suits a given transaction structure.
Law & Contract Management
Warranty and Indemnity Insurance in Mergers and Acquisitions
Prepares M&A lawyers and corporate development teams to structure, underwrite and claim under warranty and indemnity insurance policies that replace seller recourse in acquisition deals.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
Sellers want a clean exit; buyers want real recourse if a warranty turns out to be wrong, and that tension used to dominate every merger or acquisition negotiation until insurers agreed to stand behind the warranties instead. Warranty and indemnity insurance has changed the dynamic by moving the credit risk of a breach from the counterparty to an insurer, but it has added a new negotiating party to every deal: the underwriter, who reviews disclosure, due diligence and drafting before agreeing terms. This course takes participants through a live-deal structure, from deciding whether buy-side or sell-side cover suits the transaction, through the underwriting call and information request, to the eventual claim. Delegates learn how insurers price and scope a policy, which warranties they will and will not cover, how retention, de minimis and claims periods are set, and how synthetic warranties are used where a seller will not give certain protections directly. Later modules address how disclosure standards change once an insurer stands behind the warranties, how policy exclusions are negotiated line by line, and how a claim is notified, investigated and paid. Delegates draft the documents a transaction team produces in practice: the underwriting submission, the disclosure letter cross-referenced to the data room, and the claim notification.
Expected Learning Outcomes
Prepare an underwriting submission that gives insurers the due diligence detail needed to price a policy accurately.
Negotiate retention, de minimis, claims periods and policy exclusions with underwriters and their advisers.
Draft a disclosure letter and data room index that meets the heightened standard insurers expect from disclosure.
Identify warranties insurers routinely decline to cover and structure alternative protection for those risks.
Manage a warranty claim from notification through insurer investigation to settlement or payment.
Compare the cost of warranty and indemnity insurance against escrow and seller indemnity alternatives for a client.
Who Should Attend
Corporate and M&A lawyers advising buyers or sellers on acquisition agreements
In-house counsel and corporate development teams executing bolt-on acquisitions
Private equity deal teams structuring exits and portfolio company acquisitions
Insurance brokers and underwriters placing warranty and indemnity risk
Financial due diligence advisers feeding findings into the underwriting process
Company secretaries and transaction managers coordinating signing and completion
Course Modules
Select any module to see its sessions and points.
01Deciding Where Warranty and Indemnity Cover Fits a Deal
2 sessions · 8 points
Session 1Buy-Side and Sell-Side Policy Structures Compared
- Compare how buy-side and sell-side policies allocate the burden of pursuing and defending a warranty claim.
- Assess when a competitive auction process makes seller-side cover attractive ahead of buyer due diligence.
- Map the interaction between a share purchase agreement's warranty schedule and the scope of an insurance policy.
- Identify deal types, including distressed and carve-out sales, where insurers apply tighter appetite or pricing.
Session 2The Underwriting Process and Submission
- Assemble an underwriting submission covering the target business, due diligence reports and draft warranties.
- Prepare management and legal teams for the underwriting call where insurers question diligence gaps directly.
- Interpret a non-binding indication letter and use it to negotiate premium, retention and excess terms.
- Coordinate timelines so underwriting keeps pace with exclusivity periods and signing deadlines in the transaction.
02Pricing, Scope and Exclusions
2 sessions · 8 points
Session 1Retention, De Minimis and Claims Periods
- Model how retention levels, de minimis thresholds and basket structures affect the real value of cover to a buyer.
- Negotiate claims periods for general, tax and fundamental warranties against the policy's own limitation terms.
- Align limits of liability under the policy with the warranty cap negotiated in the underlying purchase agreement.
- Advise on premium benchmarks and how deal size, sector and jurisdiction typically affect insurer pricing.
Session 2Negotiating Exclusions and Synthetic Warranties
- Challenge standard exclusions for known issues, environmental liabilities and pension underfunding line by line.
- Use synthetic warranties to obtain cover for protections a seller refuses to give directly in the agreement.
- Negotiate carve-backs and enhanced cover for specific risks identified during red-flag due diligence review.
- Reconcile conflicting exclusion wording between competing insurer quotes before selecting a final carrier.
03Disclosure Standards Under an Insured Deal
2 sessions · 8 points
Session 1Building a Defensible Disclosure Letter
- Cross-reference every warranty against specific data room documents to meet the insurer's fair disclosure standard.
- Distinguish general disclosure of the data room from specific disclosure needed to protect a particular warranty.
- Brief management on the personal and reputational consequences of incomplete or inaccurate disclosure to insurers.
- Update disclosure between signing and completion where a bring-down warranty repeats at closing.
Session 2Due Diligence Standards That Satisfy Underwriters
- Scope legal, financial and commercial due diligence to the depth insurers expect before they will remove exclusions.
- Address red flags raised in diligence reports before they harden into permanent policy exclusions.
- Coordinate diligence providers so their reports are insurer-ready without duplicating scope or cost.
- Document diligence limitations honestly so gaps are priced or excluded rather than left as an uninsured surprise.
04Claims, Disputes and Portfolio Management
2 sessions · 8 points
Session 1Notifying and Managing a Warranty Claim
- Draft a claim notification that meets the policy's form, content and timing requirements without waiving cover.
- Manage the insurer's investigation process, including requests for further evidence and loss quantification.
- Negotiate settlement of a disputed claim where the insurer challenges causation, quantum or disclosure adequacy.
- Preserve the relationship between buyer and seller management where a claim could affect ongoing business ties.
Session 2Portfolio Strategy and Market Trends
- Track claims experience across a portfolio of insured deals to inform future underwriting negotiations.
- Compare policy wordings and insurer track records when selecting carriers for a repeat acquisition programme.
- Advise on emerging cover for environmental, tax and contingent liability risks in warranty and indemnity markets.
- Brief investment committees on how insurance affects overall deal risk and expected net recovery on claims.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
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