Transaction Liability
(Reps & Warranties)

Essential coverage for your corporate transactions.

The transactional liability market is poised for significant changes influenced by various disruptive forces and economic data, including technological advancements, new competition, and regulatory scrutiny. Strong demand signals and new business models are likely to transform aspects such as risk assessment and pricing.

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Expected trends:

Artificial Intelligence (AI), particularly Generative AI (GenAI), is expected to play a critical role in revolutionizing processes such as risk assessment, claims processing, and customer service in the transactional liability space.
 

The shift from bank lending to private credit has become a significant trend in recent years. As competition in the private credit space grows, more funds and institutional investors are entering the market, leading to a wider array of products. As this trend continues, it will lead to more sophisticated underwriting and lending practices, influencing how risk is assessed and managed.

The property market, a key component of the transactional liability landscape, is showing signs of softening, with the rate of increase in premiums slowing down for most insureds.

The upcoming reinsurance renewal seasons are expected to become more organized, with retention levels stabilizing and rates likely to remain steady or close to current levels.

There is an expected emphasis on underwriting discipline, with a stronger focus on risk selection. Risks that were once considered secondary are now expected to undergo higher scrutiny, highlighting a shift in underwriting priorities.

The increase in capital and investors into the market is anticipated to intensify competition, which could influence pricing strategies and profitability across the industry.

Economic and inflationary data coupled with Geo-political risk in 2024 will impact transactional liability market dynamics, potentially affecting risk assessments and pricing models.

Heightened regulatory oversight along with increased competition are expected to challenge market participants, necessitating strategic adaptations to stay competitive.

Types of Transactional Liability Policies

Tax Indemnity Insurance

Purpose

Protects against unforeseen tax liabilities.

Typical Triggers

Pre-existing tax issues, changes in tax laws, or unexpected audit results.

When Needed

Useful in transactions with complex tax structures across varying jurisdictions.

Contingent Liability Insurance

Purpose

Covers risks contingent on future events (e.g., litigation outcomes).

Typical Triggers

Pending litigation, regulatory investigations, or potential environmental liabilities.

When Needed

Appropriate for deals with specific, identifiable risks that could affect the transaction post-closing.

Common Transactional Liability Covers

Representations & Warranties (R&W) Insurance

Protects against breaches of the seller’s representations and warranties.

Tax Indemnity Insurance

Covers historical tax issues.

Contingent Liability Insurance

Addresses risks that could materialise after the transaction.

Reasons for Coverage

Mitigates Financial Risks

Protects against unforeseen liabilities that could lead to financial loss.

Enhances Deal Certainty

Streamlines negotiations by addressing potential post-transaction disputes.

Increases Transaction Value

Builds confidence among all parties involved in the deal.

Importance of R&W Insurance

Risk Management:

Addresses breaches of representations and warranties provided by the seller.

Compensation for Unknown Risks

Ensures that the buyer is compensated for risks that become apparent after closing.

Timing

Typically arranged during the negotiation stage and should be secured before the transaction closes.

Benefits of R&W Coverage

Risk Transfer

Shifts certain risks from buyer and seller to the insurance provider.

Deal Facilitation

Simplifies negotiations by reducing disputes between buyer and seller.

Value Assurance

Ensures accurate deal valuation by mitigating uncertainties that may arise post-transaction.

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