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Warranty and indemnity insurance built for modern M&A transactions
Help protect your acquisition, your investment, and your deal certainty with tailored insurance designed for transactions of all sizes, from mid-market deals to large-scale cross-border acquisitions.
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W&I insurance made simple
upcover's dedicated warranty and indemnity insurance team delivers purpose-built protection for parties involved in mergers and acquisitions. From breach of warranty cover to tax indemnity claims and defence costs, we help keep your transaction protected, your risk managed, and your deal on track.*
Private Equity Transactions
Cover options for buy-side losses arising from warranty breaches in the sale agreement
Zero or limited recourse structures allowing clean exits for sellers
Protection options for financial, tax, and operational warranty claims
Corporate Acquisitions & Disposals
Cover options for breaches of commercial, title, and capacity warranties
Business interruption and deal certainty where sellers cap or limit liability
Defence cost coverage options for claims arising from warranty breaches
Management Buyouts
Protection options for management teams acquiring businesses from existing owners
Cover options enabling sellers to distribute proceeds without contingent liability
Tailored warranty packages aligned with transaction-specific risk profiles
Real Estate Transactions
Cover options for breaches of title, planning, environmental, and tenancy warranties
Protection options for undisclosed liabilities relating to the target property or entity
Tailored policy structures for direct asset and share sale transactions
Cross-Border & Multi-Jurisdictional Deals
Cover options across multiple jurisdictions under a single policy
Flexible policy structures to accommodate different governing laws
Protection options for both domestic and international warranty packages
Public-to-Private & Scheme of Arrangement Transactions
Cover options for warranties given by the target company under a scheme implementation agreement
Nil recourse structures designed so the target bears no post-completion liability
Protection options for buyers acquiring public companies through takeover or scheme
*Coverage options depend on your policy selection and insurer. Refer to the relevant PDS or policy wording for specific details, terms, conditions and exclusions.
Comprehensive protection for your transaction
Coverage options shown below. Actual cover will depend on your policy selection and insurer. Refer to the PDS or policy wording for specific details.
Breach of Warranty
Designed to cover financial losses arising from a breach of the warranties given by the seller in the sale and purchase agreement, including commercial, operational, and compliance warranties.
Title & Capacity Warranties
Designed to cover losses arising from a breach of fundamental warranties relating to the seller's ownership of shares, authority to sell, and capacity to enter the transaction.
Tax Warranty & Tax Indemnity
Designed to cover losses arising from a breach of tax warranties or claims under the tax covenant, including historic tax liabilities of the target business.
Financial Statements & Accounts Warranties
Designed to cover losses where the target's financial statements or management accounts are found to contain material inaccuracies.
Employment & Workforce Warranties
Designed to cover losses arising from breaches relating to employee entitlements, workforce classification, modern award compliance, and contractor arrangements.
Intellectual Property Warranties
Designed to cover losses arising from breaches relating to ownership, validity, or infringement of the target's intellectual property rights.
Material Contracts & Compliance Warranties
Designed to cover losses arising from breaches relating to the target's material contracts, regulatory compliance, and legal proceedings.
Defence Costs
Designed to cover legal and professional costs incurred in investigating, defending, or settling a claim under the policy.
Commonly asked questions by our customers
What is warranty and indemnity insurance?
Warranty and indemnity (W&I) insurance is a purpose-designed insurance solution for parties involved in mergers and acquisitions, designed to help protect against financial losses arising from a breach of warranties or indemnities in a sale agreement. Each policy is tailored to the specific transaction.
Who can take out a W&I insurance policy?
W&I insurance can be taken out by either the buyer or the seller. In Australia, the majority of policies are buy-side, allowing the buyer to claim directly from the insurer for a breach by the seller without first pursuing recovery from the seller.
Is W&I insurance suitable for smaller transactions?
Yes. Whether your transaction involves a mid-market acquisition or a large-scale cross-border deal, W&I insurance can be tailored to your transaction's risk profile. Policy limits and structures are flexible and designed to suit deals of varying sizes.
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