Our client was the founder and sole shareholder of a regional bus company, built and owned by his family for over 40 years. The business had grown vastly over the years and the sale marked both a commercial exit and a significant personal milestone.

The seller’s priority was clear: to achieve an exit without the fear of a claim over the proceeds and protect the inheritance intended for his grandchildren. Retaining material post-completion liability as the transactional documents required for up to 7 years was incompatible with those objectives.

Although the business was well run and diligently prepared for sale, the seller was unwilling to place family wealth at risk from potential future claims. Without an effective risk-transfer solution, the transaction risked becoming contentious, delayed, or economically unattractive for the seller.

We identified early that a sell-side W&I policy would be central to delivering the seller’s objectives while keeping the transaction on track. Our role was to ensure the insurance solution was credible to the buyer, acceptable to advisers, and capable of delivering a minimal-liability exit for the seller.

We worked closely with the seller’s legal and financial advisers to structure a sell-side W&I policy that mirrored the negotiated warranty package and supported a low-liability SPA. Coverage was aligned to due diligence to ensure insurers were comfortable underwriting the operational, regulatory and employment risks typical of a transport business.

Key focus areas included negotiating a minimal seller cap, reducing survival periods, and ensuring that recourse for warranty claims sat primarily with insurers rather than the individual sellers. The insurance process was tightly integrated with the transaction timetable to avoid delay or disruption.

The transaction completed successfully with sell-side W&I insurance in place, allowing the seller to exit with limited residual liability and high certainty over net proceeds and no need for significant escrows or holdbacks. Crucially, family wealth, including assets earmarked for the benefit of future generations, was insulated from the risk of post-completion claims.

For the buyer, the policy provided a familiar and creditworthy recourse mechanism, supporting a smooth completion without reopening commercial terms. For advisers, the structure was clear, robust and defensible.

In this transaction, sell-side W&I insurance was not simply a risk-transfer tool. It was a wealth-preservation solution that allowed a long-standing family business to be sold with confidence, certainty and finality protecting both the deal and the legacy it represented.