W&I Insurance: The Complete Guide
How warranty & indemnity insurance actually works: policy structure, underwriting, and what a claim looks like when it gets there. By Jurimesh, with practitioner input from Raphaël Delsaux, Director at Howden M&A.
8
Sections covered
Paper 1
Due diligence series
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What's inside
- 01
Why W&I insurance exists
The three structural problems, solvency, relationship, and auction dynamics, that turned W&I from a niche product into a mainstream feature of European M&A.
- 02
Who does what
The buyer, the seller, the broker, and the underwriter: how each party shapes the outcome, and why the buyer's legal counsel matters more than most realise.
- 03
Policy structure, in plain terms
Limits, deductibles, de minimis, premium, and how long cover actually runs for general, tax, and fundamental warranties.
- 04
What gets covered, and what does not
The market-standard exclusions, and why the disclosure process determines the real scope of your policy.
- 05
How underwriting actually runs
Why sellers "staple" the process before a deal is even signed, what happens during the NBI phase, and how a policy moves from indication to signed cover in a matter of days.
- 06
What makes underwriters say yes
The DD habits, clear methodology, honest gap analysis, calibrated risk ratings, that win broad cover, and the ones that produce the longest exclusion lists.
- 07
How claims actually work
The four-phase claims process, what triggers a payout, and what the data says about how often claims get paid.
- 08
Where the market is headed
Softening premiums, the rise of synthetic and tax/contingent risk policies, and the open question underwriters haven't answered: how they'll treat AI-generated due diligence.
About this report
Paper 1 in the Jurimesh M&A Due Diligence Series. Written by Jurimesh, with practitioner input from Raphaël Delsaux, Director at Howden M&A.
It walks through how W&I insurance actually works in a live deal, the policy mechanics, the underwriting process, and what happens when a claim gets filed, so buyers and their advisers can use it as a deal tool rather than a backstop.