Our Insurance Solutions
We offer a wide range of M&A insurance solutions, such as Warranty & Indemnity (W&I), Tax Liability, Title, Contingent Risk, Environmental and Intellectual Property insurance.
Warranty and Indemnity (W&I) Insurance
also known as Reps & Warranties or M&A Insurance provides coverage for financial loss arising from a warranty breach or a claim under a tax indemnity in the purchase agreement of M&A transactions. The policy protects against unknown risks or ‚innocent misrepresentations‘ that result in a loss.
Tax Liability Insurance
covers (i) specific identified tax risks that are not coverable under Warranty & Indemnity (W&I) insurance policies, or (ii) other known low to medium tax risks irrespective of a transaction. This type of insurance is frequently used as an alternative to obtaining a binding tax ruling from tax authorities. It also helps companies to resolve tax reserves from their balance sheets. By transferring tax risks to an insurer, companies can mitigate uncertainties and improve financial flexibility while avoiding the lengthy process of obtaining a tax ruling.
Title Insurance
offers protection against the financial loss of ownership risks, due to defects or failure of title related to property and/or the shares of entities. It covers risks such as undisclosed ownership claims or issues with the chain of title that could affect the buyer’s ownership rights. Title insurance can also provide coverage for specific identified public law risks, such as (i) missing deeds and documents or restitution and expropriation of land, breach of (ii) public procurement and tender rules, (iii) inheritance laws, (iv) financial loss resulting of challenges by third-parties to public-law permits.
Environmental Insurance
Environmental Liability Insurance offers protection against both known and unknown environmental risks, providing comprehensive insurance coverage for past and future pollution concerns.
Especially in M&A transactions which include manufacturing sites, Environmental Liability Insurance can bridge the gap of one of the most challenging points in SPA negotiations, as compromises regarding the uncertainty and unpredictability of risks stemming from historic environmental conditions are often hard to accomplish.
Contingent Risk Insurance
is a tailored insurance solution that transfers a specific identified or contingent risk to an insurer’s balance sheet. It is an effective tool for overcoming deal-breakers in transactions. This approach helps mitigate uncertainties and facilitates smoother deal negotiations. Within a transaction it is known as Litigation Buy-out insurance, outside a transaction it is known as Litigation Defense Insurance.
Litigation Buy-out Insurance: Covers loss arising from ongoing litigation proceedings with the Target instead of a sellers’ indemnity.
Litigation Defense Insurance: Covers potential loss of the defendant in litigation proceedings and can be used to minimize contingent liabilities and legal costs on the balance sheet.
Intellectual Property Insurance
protects a company’s entire IP portfolio or specific products and services against financial loss arising from risks related to intellectual property rights. Compared to traditional Errors & Omissions (E&O) insurance policies, IP Insurance provides broader coverage for intellectual property claims. These policies are specifically designed to address the potentially catastrophic impact of an IP dispute. They can also be customized to cover a company’s IP indemnity obligation provided to customers, vendors, or other licensees, offering comprehensive protection in IP-related matters.