Piers Larbey, David Wilson and Rory Wilson explore the benefits of W&I insurance for sellers seeking a clean exit in Thomson Reuters PLC Magazine
The article was published in Thomson Reuters PLC Magazine, 02 July 2026 and can be seen here.
Piers Larbey, David Wilson and Rory Wilson, Partners in our Corporate and Commercial department, explore the growing importance of warranty and indemnity (W&I) insurance in helping business owners achieve a clean exit when selling their business.
With more business owners considering a sale in response to recent tax changes, W&I insurance has become a key feature of modern transactions. It offers buyers protection against warranty breaches while enabling sellers to limit their post-completion liability and move on with greater certainty.
They explain that W&I insurance is now a standard component of many private equity and corporate transactions, with sellers increasingly introducing stapled insurance policies early in the sale process. This can streamline negotiations, provide bidders with greater certainty and support a more efficient allocation of risk. However, insurers continue to place significant emphasis on the quality of preparation and due diligence undertaken before a business is brought to market.
A central theme of the article is that insurance cannot replace thorough legal, financial, tax and compliance diligence. Businesses that are well prepared, supported by comprehensive reporting and a carefully organised data room, are more likely to secure broader insurance coverage, fewer exclusions and a smoother underwriting process. Conversely, incomplete disclosures or poorly managed diligence can result in restricted cover and increased demands from buyers for additional protections.
Piers, David and Rory conclude that, while W&I insurance remains a powerful tool for managing transaction risk and facilitating cleaner exits, it is most effective when integrated into a wider sale strategy. Early planning, structured diligence, clear disclosure and co-ordinated negotiations between transaction documents and insurance policies are all essential to achieving a predictable, efficient and successful sale outcome.
Read the full article on the Thomson Reuters PLC Magazine website [subscription required].