Our client, a public limited company, was acquiring an IP- heavy business. The transaction was highly confidential and extremely time-sensitive. Any delay between signing and exchange risked the deal becoming public, potentially undermining share value and execution certainty.

At the same time, , the transaction faced material diligence constraints. There were no audited accounts available at exchange, and underwriters required a reconciliation statement from the financial due diligence advisers in order to support certain financial warranties. Those advisers were unable to deliver the reconciliation within the timetable required for exchange.

This created a critical issue for the buyer. Accounts warranties were of particular importance, reflecting the fact that financial statements are historically the most common source of W&I claims. Excluding or materially limiting this area of cover would have left the buyer exposed to precisely the risk the insurance was intended to address. Without an alternative solution, essential warranty protection risked falling away altogether, threatening the viability of both the policy and the transaction.

We recognised early that a creative insurance-led solution was required to preserve both coverage and momentum within the constraints of the transaction. The challenge was  to structure flexibility into the policy so the insurance could accommodate the realities of the deal without forcing the transaction to stall or even worse, fall over.

We ran a compressed underwriting process, completing policy negotiation and underwriting Q&A within three working days. Working closely with underwriters, we identified which warranties could be conditionally supported rather than excluded, preserving protection .

Where documentation was not going to be available on time for exchange, we negotiated bespoke policy endorsements that allowed cover for certain financial warranties to remain in place, subject to reconciliation statements being provided post-exchange, and for accounts warranties to attach once audited accounts became available. Crucially, these endorsements were secured without any premium uplift, avoiding cost escalation under time pressure. Throughout, we ensured insurers were comfortable that risk was appropriately managed, while allowing the deal to proceed on schedule.

The buy-side W&I policy was placed on time, with the full warranty suite preserved despite incomplete diligence at exchange. The policy was finalised within three working days, exchange was achieved without delay or loss of confidentiality, and no premium increase was incurred for the conditional endorsements.

As outstanding reconciliation statements and audited accounts were delivered post-exchange, cover expanded seamlessly in line with the agreed endorsements. The client avoided delay, preserved deal momentum and maintained robust risk transfer throughout the process.

In this transaction, we tailored the insurance to flex around the transaction, rather than requiring the transaction to flex around the insurance. W&I insurance functioned as a structuring solution, not just a risk transfer mechanism.