Representations & Warranties Insurance (RWI)
Representations & Warranties Insurance (RWI) provides tangible advantages for both buyers and sellers during mergers and acquisitions.
For buyers, it removes the awkwardness of having to sue the seller or chase multiple parties for indemnification. It also allows them to submit cleaner, more competitive bids with longer protection periods than traditional indemnities.
For sellers, RWI reduces or eliminates escrow requirements, accelerates the release of sale proceeds, and limits ongoing liabilities.
By shifting post-closing risk to an insurer, both parties benefit from a smoother negotiation process, faster completion, and a cleaner exit.
The Benefits of RWI
For Buyers
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Recover losses directly from an insurer instead of the seller.
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Submit more attractive bids with fewer holdbacks or survival clauses.
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Gain broader and longer protection than traditional indemnities.
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Avoid post-closing disputes that can damage relationships.
For Sellers
Reduce or remove the need for escrow or holdbacks.
Speed up release of sale proceeds after closing.
Simplify auction and negotiation processes.
Exit the deal cleanly with fewer residual liabilities.
Managing Tax Risk in M&A Transactions
Tax Liability Insurance protects both buyers and sellers against unexpected tax exposures identified during due diligence.
It covers losses if a tax authority later challenges an uncertain or disputed tax position.
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Premiums usually range between 1% and 6% of the insured limit, depending on complexity.
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Policies can be written on either a buyer-side or seller-side basis.
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Particularly useful for restructurings and international transactions where differing tax regimes create uncertainty.
By isolating tax risks from the negotiation process, parties can close deals confidently without tax issues delaying completion.
Addressing Known Risks with Contingent Risk Insurance
Contingent Risk Insurance (also known as Contingent Liability Coverage) protects against specific known risks that cannot be fully resolved before closing.
Examples include litigation, contractual disputes, environmental liabilities, and product defects.
This coverage transfers the exposure from the buyer’s balance sheet to the insurer, preventing a single unresolved issue from derailing the deal.
It can be used on its own or in combination with RWI and tax liability insurance for comprehensive protection.
Specialist Expertise You Can Rely On
With more than three decades of experience as a Lloyd’s broker, G&M International provides precision-built insurance solutions for complex transactions across the media, gaming, and technology sectors.
Our M&A specialists collaborate directly with corporate advisers, finance professionals, and underwriters to create tailored coverage that reflects your deal structure and risk appetite.
We deliver competitive terms for:
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Warranty & Indemnity Insurance
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Tax Liability Insurance
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Contingent Risk Insurance
From initial risk analysis and due diligence through to placement and post-closing support, we ensure a seamless process that allows you to close transactions with confidence.
Shaping the Future of Deal Insurance
The deal landscape is evolving fast from tech-driven acquisitions to international roll-ups and venture-backed exits.
Our M&A team is built for that pace. We translate complex risk into clear, insurable outcomes, helping dealmakers move decisively and close with certainty.
Whatever the transaction size or structure, our focus remains the same: clarity, speed, and protection when it matters most.
