We understand that you and your clients need an insurance partner to facilitate the transaction and that takes reasoned, considered coverage positions – as an experienced group of M&A professionals our Team is able to meet challenging timelines and will proactively discuss coverage in order to offer the best position possible.
Each adviser recommending Brockwell places their trust in us to execute efficiently and consider their client’s commercial needs. Our Team are experts in providing W&I insurance, bringing together some of the most experienced practitioners in the W&I industry, meaning we can offer a premium service that will keep your clients happy during and after the transaction
Given our lengthy W&I experience, we are familiar with Claims and our process is capable of dealing with complex matters as efficiently as possible and is supported by robust Risk Capital from credible insurance companies.
For more information about Brockwell and our appetite see About Us and Risk Appetite.
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M&A advisers are now very familiar with using W&I insurance in order to protect their clients and put them in the best position possible. As W&I is so prevalent on transactions it is important for advisers to understand how to get the most from the cover and our experienced underwriters would be happy to provide guidance.
W&I insurance can be used to mitigate risk for your clients and/or facilitate an M&A transaction. For example, a W&I policy can help by:
- facilitating a seller’s clean exit (e.g. capping liability at £1 can enhance an auction bid)
- providing a greater limit of liability than a seller is willing / able to offer
- protecting a financial model against unforeseen liabilities
- increasing covenant strength and managing recoverability risk (see our Risk Capital)
- providing an alternative avenue of recourse (e.g. a private equity sponsor may not wish to sue its management team)
Transactional risk can arise outside of a share sale and our Team of expert M&A underwriters are able to cover contractual protections outside of typical private M&A share sales. For example, we are experienced in covering asset deals, as well as in Distressed M&A scenarios, and we often offer standalone Tax cover to protect the tax treatment of transactions.
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We use our experience to give clients the best cover possible and may be able to offer the following enhancements in order to help your client mitigate risk:
- new breach – cover for warranty breaches in the signing/closing gap
- knowledge/materiality scrape – removal of warranty qualifiers
- synthetic tax covenant – a tax covenant under the policy
- affirmative cover – removal of disclosure under the policy in relation to certain identified risks
- synthetic non-disclosure of the data room
Please see the FAQs below for further details.
We want to facilitate your transactions – if you have any specific coverage requests please let us know and we will consider whether we can accommodate these or create a bespoke solution. For example, ‘new breach’ cover was developed by Brockwell underwriters and is now offered more widely in the W&I insurance market.
Identified risks can cause a transaction to stall. It may be possible for us to provide a way forwards by completing a separate underwriting workstream to get comfortable, in which case our in-house experts will offer separate protection under a standalone Tax or Contingent policy. These products are often used to prevent the need for an indemnity / escrow or to protect a private equity sponsor’s investment model.