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M&A Risk Management: Role of Insurance in Deals

Explore how specialized insurance products can mitigate risks in mergers and acquisitions, enhancing deal success rates and streamlining negotiations.
M&A Risk Management: Role of Insurance in Deals
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Did you know that 70% to 90% of M&A deals fail annually? Insurance can be a game-changer in reducing risks and increasing the chances of success. Here’s how it helps:

  • Transfers Risk: Specialized insurance products like Warranty & Indemnity (W&I) insurance shift liabilities from buyers and sellers to insurers.
  • Addresses Key Issues: Covers risks like tax liabilities, unresolved litigation, cybersecurity threats, and contingent risks.
  • Improves Outcomes: Companies that manage risks effectively achieve synergy realizations up to 83%, compared to 47% for those that don’t.
  • Streamlines Negotiations: Insurance removes uncertainties, keeping deals on track and reducing delays.

Insurance Products for M&A Transactions

When it comes to mergers and acquisitions (M&A), transferring risks effectively is a game-changer. Specialized insurance products have emerged as essential tools, helping dealmakers navigate the complex challenges that come with these transactions.

The M&A insurance market has come a long way, with companies like AIG closing over 4,000 global deals since the late 1990s. This evolution highlights how far risk transfer solutions have progressed. Understanding these insurance options can make the difference between a smooth transaction and one riddled with obstacles.

M&A insurance products serve two main purposes: they streamline risk allocation between buyers and sellers and isolate specific issues from broader negotiations. By addressing risks independently, these policies help deals move forward - even when some uncertainties remain unresolved. Below are examples of how these tailored solutions address unique challenges in M&A.

Warranty & Indemnity (W&I) Insurance

Warranty & Indemnity insurance is designed to protect buyers or sellers from financial losses due to breaches of representations and warranties made by the sellers. For sellers, it ensures a clean exit, while buyers gain protection against unforeseen liabilities.

This type of insurance is particularly valuable in certain scenarios. For instance, when sellers are individual shareholders, financial investors, or liquidators, buyers may worry about their ability to handle future warranty claims. Similarly, when sellers are part of the target company’s management, buyers often prefer insurance to maintain smooth post-closing relationships.

In competitive auctions, buyers who offer warranty protection through insurance can stand out by avoiding lengthy seller liability periods. Sellers often favor this approach as it provides them with certainty and minimizes their exposure to future claims.

W&I insurance premiums generally range from 0.9% to 1.7% of the policy limits, making it an accessible option for many deals. Coverage typically extends beyond warranty breaches to include indemnification provisions outlined in the sale and purchase agreement.

"As we approach our 25th year providing M&A insurance solutions, AIG is uniquely positioned to share meaningful insights", says Mary Duffy, Global Head of M&A.

Financial institutions also play a role in encouraging the use of W&I insurance. When debt financers require additional assurance of warranty coverage, this insurance provides the security needed to finalize financing arrangements.

Tax Liability Insurance

Tax liability insurance offers financial protection against losses that arise if tax authorities challenge exposures identified during a transaction. This coverage is especially useful in a field as complex as tax risk management, where disagreements over the size of potential tax liabilities can stall negotiations.

By isolating tax risks, this insurance removes them from the negotiating table, allowing deals to progress more smoothly. It’s particularly valuable in cross-border transactions, where multiple tax jurisdictions add layers of complexity.

In highly competitive transactions, tax liability insurance eliminates uncertainty, enabling stronger bids. It’s also critical during restructurings when neither the buyer nor the seller is willing to assume tax risks. Premiums for this type of insurance usually range from 1% to 6% of the insured limit, depending on the complexity of the risks involved.

This coverage protects against both known and unknown tax risks, such as aggressive tax authority interpretations or sudden legal changes. By addressing these uncertainties, both parties can move forward with greater confidence.

Contingent Risk Insurance

Contingent risk insurance steps in to manage risks tied to specific liabilities or uncertainties arising from an M&A transaction. This broad category can cover everything from unresolved litigation to contractual disputes, offering flexibility to tackle a range of issues.

This insurance is particularly useful when neither the buyer nor the seller is willing to take on financial responsibility for certain risks. Instead of letting these uncertainties derail a deal, contingent risk insurance shifts liabilities - whether known or uncertain - from the buyer’s balance sheet to an insurer.

For example, after an $80 million judgment for intellectual property infringement, a company secured a $40 million contingent risk policy and used it as collateral for a $20 million loan.

Investors and financers increasingly require this type of coverage to safeguard business valuations and investments. It’s becoming more common as institutional investors seek additional layers of protection during transactions.

Contingent risk insurance can address a variety of scenarios, including environmental liabilities and regulatory compliance concerns. By transferring these risks to insurers, companies can proceed with transactions confidently, knowing they have a safety net for potential costs. This certainty also allows for more accurate financial planning and valuation.

As confidence in these risk transfer mechanisms grows, the stage is set for new developments in M&A insurance solutions.

Due Diligence for M&A Insurance

Insurance due diligence plays a key role in the success of mergers and acquisitions (M&A). It ensures that insurance coverage aligns with the risks tied to the transaction, complementing earlier risk transfer strategies. This process not only identifies potential liabilities but also ensures that all parties are adequately protected. Interestingly, the Hylant team has found that companies often believe they have more coverage than they actually do - highlighting the importance of a thorough review.

"Insurance due diligence provides critical insights on insurance coverage, risk profiles and liabilities, streamlining negotiations." - Samantha Scarlato, Head of Transaction Advisory, Pacific

For buyers, this process helps verify warranties and negotiate specific insurance provisions. Sellers, on the other hand, can demonstrate transparency and build trust, which can lead to smoother negotiations. A detailed insurance review often uncovers ways to improve coverage or even reduce costs, particularly in global benefits programs.

Reviewing Current Insurance Policies

The first step is reviewing the target company’s insurance portfolio. This involves assessing coverage, limits, exclusions, and any restrictions that could impact the deal.

Buyers should evaluate whether the policy limits are sufficient for the company’s actual risks. This includes reviewing claims history to identify potential liabilities. Many companies only purchase the minimum insurance required by contract, leaving gaps that could result in unforeseen liabilities post-closing.

It's also important to examine the target’s risk management practices. Companies with strong risk management often enjoy lower insurance costs and fewer surprises after the deal closes.

When modeling the financial aspects of an M&A deal, don’t overlook current and projected insurance costs. Identifying recurring expenses and accounting for any changes post-closing ensures more accurate valuations and reduces the risk of budget surprises.

This thorough review is essential for addressing any retroactive coverage gaps.

Retroactive and Tail Coverage

Claims-made policies only cover claims reported during the active policy period. To address liabilities tied to pre-closing incidents, understanding retroactive dates and securing appropriate tail coverage is critical.

Retroactive coverage protects against claims stemming from incidents that occurred before the policy started but were discovered during the coverage period. The retroactive date defines the earliest point from which past acts are covered. If the retroactive date is too recent or there are coverage gaps, earlier claims might go uncovered - requiring additional arrangements.

Tail coverage, or Extended Reporting Periods (ERPs), extends the time frame for reporting claims after a policy ends. While it doesn’t cover new incidents, it allows claims for events that occurred before the policy expired. Tail coverage costs can range from 100% to over 250% of the annual premium, depending on the length of coverage.

Directors and Officers (D&O) insurance is particularly important. Buyer D&O policies typically exclude actions taken by the target’s directors before the acquisition. A standard ERP for D&O insurance is six years, reflecting the extended statute of limitations for corporate liability claims.

If tail coverage isn’t secured, an alternative is to integrate the target’s retroactive dates into the buyer’s claims-made policies. This approach requires prompt notification to insurers, full disclosure of the acquisition, and confirmation that the retroactive dates will be honored.

Coverage Type Key Consideration Impact on M&A
Retroactive Dates Define the period for past acts covered Gaps may require tail coverage or special indemnities
Tail Coverage Cost 100%-125% of the annual premium (1 year); 250%+ for 3–6 years Can significantly impact deal costs
D&O Protection Buyer policies often exclude past actions of target directors Critical for protecting individual executives

Understanding these nuances is essential as policy terms often shift during M&A transactions.

How M&A Changes Policy Terms

Mergers and acquisitions inevitably alter risk profiles, making it essential to reassess insurance coverage. Change-of-control provisions in existing policies may lead to termination or require insurer approval for continuation.

Policy consolidation can help streamline coverage and reduce costs, but it also presents challenges. Combining policies requires careful analysis to ensure all risks are adequately addressed. Newly merged entities may face risks that didn’t exist when the companies operated separately.

During integration, coverage gaps can emerge due to differences in policy terms, limits, or exclusions. A well-thought-out insurance action plan should address immediate needs as well as long-term strategies for the new entity.

As the merged organization grows - whether through geographic expansion, new product lines, or increased revenue - it may need updated coverage limits or entirely new policies. Engaging experienced insurance advisors during due diligence can help identify potential issues early, ensuring a smoother transition and better protection post-merger.

Regulatory Rules for M&A Insurance

When navigating mergers and acquisitions (M&A), understanding the regulatory landscape is just as important as conducting thorough due diligence or adjusting policies. Companies need to be well-versed in both state and federal regulations that dictate how insurance can be leveraged in transactions. These rules have grown increasingly intricate as regulators pay closer attention, especially in cases involving insurance companies or deals heavily reliant on insurance mechanisms.

Regulations directly influence deal timelines, costs, and structures. Companies that familiarize themselves with these requirements early on can avoid unnecessary delays and ensure a smoother transaction process. Both state-specific rules and federal oversight play a pivotal role in shaping these frameworks.

State and Federal Insurance Rules

State regulations are the foundation of insurance oversight in M&A transactions. Each state's Department of Insurance enforces its own unique requirements, often making compliance a challenging process.

For instance, domestic insurers are required to file Form A for changes in control, mergers, or acquisitions. These filings must demonstrate that the transaction won’t negatively impact policyholders or the financial stability of the insurer.

The National Association of Insurance Commissioners (NAIC) helps streamline state regulations by offering model laws that many states adopt, though variations still exist. For example, Connecticut’s capital requirements differ significantly depending on the type of insurance business - ranging from $750,000 for marine insurers to $75 million for financial guaranty insurers. This underscores the importance of working directly with the relevant state’s Department of Insurance early in the process, as assumptions about uniformity across states can lead to costly surprises.

Federal oversight primarily comes into play when antitrust concerns arise or when deals cross certain size thresholds. The Department of Justice (DOJ) and the Federal Trade Commission (FTC) have taken a more aggressive stance in challenging deals, particularly in industries like technology and healthcare, where insurance often plays a key role in managing risks.

Capital Requirements and Risk-Based Capital (RBC) Ratios

In addition to filing requirements, regulators closely examine the financial health of insurers through Risk-Based Capital (RBC) ratios. These ratios measure the capital insurers must maintain relative to their risk exposure, and M&A transactions can significantly impact these calculations.

Regulators want to ensure that acquisitions don’t compromise an insurer’s ability to meet policyholder obligations. Buyers must prove that the combined entity will maintain sufficient capital levels after the transaction. Often, regulatory conditions are attached to change-of-control approvals, such as maintaining minimum RBC ratios, limiting dividend payouts without prior approval, or restricting certain affiliate transactions regardless of their size.

For U.S. insurers, RBC treatment is heavily influenced by how investments are classified under statutory accounting rules. The NAIC assigns asset charges based on these classifications, and companies frequently structure transactions to secure favorable RBC treatment. However, compliance has become more demanding. For example, on June 14, 2023, the NAIC adopted a 45% RBC asset charge for first-loss tranches of asset-backed securities, which has implications for how insurers manage their investment portfolios during M&A activity.

Negotiations between buyers and sellers often address what constitutes "burdensome conditions" imposed by regulators. These can range from broad material adverse effect clauses to specific restrictions on dividends or mandatory capital maintenance requirements.

When Regulators Review Insurance-Heavy Deals

Regulatory scrutiny has intensified in recent years. From 2022 to 2023, regulators challenged $361 billion worth of announced deals, with nearly $255 billion of those requiring some form of remedy before closing.

For insurance M&A, deals involving the acquisition of control - typically defined as ownership of 10% or more of an insurer’s voting securities - require approval from the state insurance regulator in the target company’s home state. This approval process usually takes six to 12 months, though more complex transactions can extend this timeline significantly.

While standard deals often close within three months, regulatory reviews can add another three to six months, with particularly intricate deals taking up to two years to finalize. Transactions in sectors like technology and healthcare face heightened scrutiny due to concerns over competition and consumer impact. For example, Adobe’s failed $20 billion acquisition of Figma and the FTC’s challenge to Amgen’s $27.8 billion purchase of Horizon Therapeutics highlight how regulators can block or reshape significant deals.

Given this heightened regulatory environment, companies must rethink their deal strategies. Transactions likely to attract regulatory attention require buyers to prepare for extended timelines, stress-test their financial models, and consider remedies acceptable to both parties and regulators. Deal agreements should include mechanisms to mitigate financial risks tied to regulatory delays. This increased oversight underscores the importance of carefully planned risk management in M&A transactions.

Combining Insurance After Mergers

Once a merger is finalized, one of the critical tasks is integrating insurance programs to avoid gaps and eliminate overlapping coverage. As highlighted during due diligence, aligning policy terms across the newly merged entity is a key priority. This process involves reviewing and consolidating policies to ensure consistent coverage throughout the organization.

The integration typically takes several months, with immediate steps necessary to maintain uninterrupted coverage. Rushing through this process can lead to costly mistakes, such as coverage gaps or paying for redundant policies that could have been streamlined.

Combining Policies and Addressing Overlaps

After completing a thorough insurance review during due diligence, the next step is consolidating policies. Start by auditing both companies' insurance portfolios, paying close attention to coverage terms, exclusions, retroactive dates, and claims histories. Notify insurers promptly to address any change-of-control clauses in the policies.

An experienced insurance broker plays a vital role in determining whether the acquired business can be folded into existing insurance programs or if separate policies are needed. This evaluation considers operational differences, shared risks, and the potential for policy limits to erode when coverages are merged. Carefully audit and consolidate duplicate policies - such as general liability, property, and cyber insurance - while ensuring that coverage limits remain adequate.

To ensure proper risk assessment and alignment, provide brokers with detailed documentation, including purchase agreements, financial statements, organizational charts, lease agreements, inherited policies, claims histories, and property coverage schedules.

"As market consolidation continues, insureds need to be vigilant to ensure that their coverage is not negatively impacted. On the plus side, mergers may also open up some new opportunities to expand coverage. Insureds should work with experienced insurance advisors and brokers to make sure that they minimize any potential negative impacts a merger may have on their insurance programs."
– Thomas H. Bentz Jr., Holland & Knight Alert

Tail Coverage for Pre-Merger Liabilities

Tail coverage, also known as an extended reporting period, is essential for protecting against claims tied to pre-merger activities. This is especially important for directors and officers (D&O) insurance, as the acquiring company's policy typically won’t cover claims related to the selling company's pre-closing activities.

The cost of tail coverage varies. A one-year policy generally runs between 100% and 125% of the annual premium, while extended periods, like six years, can cost upwards of 250%. Despite the expense, this coverage is invaluable when claims surface years after the merger.

For instance, D&O tail coverage ensures that former executives are shielded from post-closing claims tied to their previous roles. However, negotiating this coverage can be challenging. Buyers often push sellers to skip tail coverage to reduce costs, but sellers are strongly advised to secure six-year tail policies. It’s typically better for the selling company to arrange this protection themselves rather than relying on the buyer.

Ongoing Risk Management Post-Merger

Insurance integration doesn’t end with consolidation. The combined entity must continuously assess its risk exposures, as these can evolve with changes in operations, geographic reach, or business models. New regulatory requirements, currency risks, or territorial limitations in existing policies may also arise.

Carefully monitor how policies respond to claims from both pre- and post-merger periods. Regular reviews - quarterly in the first year post-closing and annually thereafter - help ensure coverage limits remain sufficient and new risks are addressed promptly.

Preserving documentation is equally important. Interviewing insurance personnel before transitions can capture critical knowledge about past coverage and claims handling. Maintaining an updated checklist of insurance records will also support future claims.

Mergers can also create opportunities to improve insurance programs. Consolidation in the insurance market may present options for better coverage terms or expanded protections. By working with experienced M&A insurance advisors, companies can identify these opportunities, ensuring a smooth transition and robust protection.

Phoenix Strategy Group offers M&A support services to help companies navigate these insurance complexities, ensuring the merged entity achieves comprehensive coverage while optimizing costs and coverage structures for its new operational landscape.

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The way companies handle risk during mergers and acquisitions (M&A) is changing fast, thanks to new and advanced insurance solutions. These modern approaches are filling gaps left by traditional policies, offering quicker payouts, better protection against cyber threats, and strategies to prevent risks before they occur.

Parametric Insurance Solutions

Parametric insurance shifts the focus from traditional insurance models by providing preset payouts based on specific events rather than requiring detailed damage assessments. This means faster claims processing and fewer delays.

Here’s how it works: if a predefined event happens - like a hurricane reaching Category 3 intensity - the policy triggers an automatic payout within days. Unlike traditional insurance, which involves adjusters and negotiations, parametric insurance relies on clear, measurable triggers verified by independent third parties.

"Parametric products, under any market condition, enable clients to access coverage in different ways. It creates an avenue for additional capacity for risks traditional property insurers do not cover", says Michael Gruetzmacher, head of Aon's Alternative Risk Transfer in North America.

Recent data highlights the growing need for solutions like this. Insured natural catastrophe losses topped $100 billion annually for five straight years through 2024. In the first quarter of 2025 alone, losses reached $53 billion, with California wildfires accounting for 71% ($37.5 billion) of that figure.

Parametric policies have proven especially useful in M&A deals involving businesses with significant physical assets. For example, a tech company operating in tornado-prone areas secured parametric coverage to address gaps left by unavailable business interruption insurance. Similarly, a coastal municipality used parametric hurricane insurance to enhance debris removal and address beach erosion costs that FEMA didn’t cover.

"This is all about addressing the protection gap. The market for nat-cat exposures is not just about price, but terms and conditions, too. And parametric does not have terms and conditions, deductibles, exclusions or sub-limits - and that's where it shines", explains Peter Lacovara, managing director at Aon's Alternative Risk Transfer practice.

While parametric insurance tackles physical risks, the rise of cyber threats calls for equally forward-thinking solutions.

Cyber Risk Insurance and Shared Liability Models

With ransomware attacks surging 1,281% over five years, cyber insurance has become a must-have in M&A transactions. In 2023, cyber insurance premiums dropped by an average of 17%, making coverage more accessible. However, cyber claims in the U.S. jumped 65% year-over-year, reflecting both increased awareness of vulnerabilities and insurers' improved risk selection.

Modern cyber insurance policies now cover areas like business interruptions caused by non-damage events, regulatory fines, and reputational harm - gaps that older policies often missed. Despite these advancements, many companies still don’t purchase adequate coverage.

"No company, in this day and age, can afford not to have either some small limit for cyber or at least have it as part of their risk management plan", warns Marcin Weryk, head of cyber risk for the western and southern U.S. at AXA XL.

In M&A deals, buyers are increasingly negotiating for "tail coverage" to address cyber incidents that might surface after the deal closes. These policies can cover breaches that occurred before the transaction but weren’t discovered until later. Shared liability models are also emerging to clarify responsibilities for both pre- and post-closing cyber incidents.

Due diligence now goes deeper, examining the seller’s communication protocols, record-keeping, and escalation processes for cyber issues. This helps buyers identify vulnerabilities and structure the right insurance coverage.

"As the likelihood of severe cyber and privacy incidents increases with time, it's crucial to implement preventive risk management approaches and strong cyber security measures to minimize future financial losses and protect reputation", advises Matt Chmel, Chief Broking Officer for Aon's Cyber Solutions in North America.

While cyber insurance adapts to these challenges, technology is also transforming how risks are prevented altogether.

Technology-Based Prevention Models

Insurance is shifting from reactive claims handling to proactive risk prevention, thanks to Internet of Things (IoT) technology and advanced analytics. By Q3 2016, over 150 IoT companies had been acquired, underscoring the role of connected tech in modern risk management.

IoT sensors can monitor everything from equipment performance to environmental conditions, enabling real-time responses that prevent minor issues from escalating into major losses. For buyers in M&A transactions, this offers detailed risk profiles and ongoing monitoring of acquired assets.

Machine learning adds another layer, predicting failures and identifying risks that traditional methods might overlook. While technology costs account for 2.5% of deal value, the benefits often outweigh the expense by improving risk assessments and prevention strategies.

Blockchain technology is also making waves by creating secure, unchangeable records of risk assessments, policy details, and claims. Virtual Data Rooms (VDRs) streamline due diligence, ensuring sensitive information is shared securely.

However, challenges remain. Only 32% of CIOs report fully achieving deal objectives, such as technology synergies or timely closures, and 53% cite cybersecurity as a top challenge during the M&A process. The 2017 Verizon-Yahoo! acquisition serves as a cautionary tale: two major data breaches at Yahoo! led to a 7% price reduction worth $300 million, showing how tech risks can directly impact deal value.

Companies adopting IoT-driven prevention models often move toward subscription-based services, creating new revenue streams while improving risk management. This makes them attractive targets for buyers looking to integrate advanced risk solutions into their operations.

Phoenix Strategy Group supports companies in evaluating and implementing these cutting-edge risk transfer technologies, ensuring they align with transaction goals while delivering measurable benefits. By embracing these tools, businesses can stay ahead of emerging risks and enhance their overall M&A strategies.

Conclusion: Insurance as a Foundation of M&A Risk Management

Insurance plays a key role in managing risks during M&A transactions. Take warranty and indemnity insurance, for example - it has grown rapidly and is now a go-to tool for minimizing deal risks and easing negotiations. This type of coverage lays the groundwork for other risk management strategies in mergers and acquisitions.

The numbers tell the story. By Q2 2024, over 1,000 claims were filed on Aon-placed policies in North America, resulting in more than $1.25 billion in payouts. In EMEA, roughly 300 claims were reported, with payouts totaling around $140 million. For mid-market business owners, combining an insurance review with financial and legal due diligence is a smart move to ensure a smoother transaction process.

Clear communication is another key piece of the puzzle. Vinko Markovina of Arch Insurance underscores the importance of transparency. Keeping employees, customers, and partners informed about changes in insurance coverage, timelines, and the reasons behind these decisions helps maintain stability during transitions.

Modern challenges call for modern solutions. New approaches like parametric and cyber risk insurance are reshaping how companies manage M&A risks. Businesses that adopt these innovative models, while still relying on traditional coverage, build a stronger safety net for their deals. These evolving tools show why solid insurance coverage is essential at every stage of the process.

For companies navigating the complexities of M&A, firms like Phoenix Strategy Group provide guidance to align insurance strategies with deal goals and long-term growth plans. Insurance acts as a protective layer, helping businesses handle unexpected hurdles while setting the stage for future success.

FAQs

What are the benefits of Warranty & Indemnity (W&I) insurance for buyers and sellers in M&A transactions?

Warranty & Indemnity (W&I) Insurance: Benefits for Buyers and Sellers

Warranty & Indemnity (W&I) insurance offers clear benefits to both buyers and sellers in mergers and acquisitions, making it a valuable tool during transactions.

For buyers, W&I insurance acts as a safety net by covering financial losses caused by breaches of warranties provided by the seller. Instead of relying on the seller to compensate for these losses, buyers can file claims directly with the insurer. This reduces the financial risk, especially if the seller becomes insolvent after the deal.

For sellers, the insurance facilitates a smoother exit by reducing their liabilities after the sale. It often eliminates the need to set aside funds in escrow or provide guarantees, allowing sellers to receive the full purchase price upfront. This not only speeds up the process but also helps create a more favorable negotiation environment, benefiting both sides of the transaction.

What should businesses consider when evaluating insurance coverage during the due diligence phase of an M&A deal?

During the due diligence phase of a merger or acquisition, taking a close look at insurance coverage is a must to spot and address potential risks. Here are some key areas to focus on:

  • Existing Policies: Examine the target company's current insurance policies. This includes checking for adequate coverage in areas like general liability, professional liability, and property insurance to ensure they align with the business's risk profile.
  • Coverage Gaps: Look for any missing pieces in the coverage that could leave the buyer vulnerable to unexpected risks after the transaction is complete.
  • Tail Coverage: For claims-made policies, determine if tail coverage is necessary. This type of coverage can protect against claims that might surface after the deal is finalized.
  • Representations and Warranties Insurance (RWI): Evaluate whether RWI is needed. This insurance can provide protection against breaches of any representations or warranties made by the seller during the transaction.

By carefully assessing these elements, buyers can structure the deal to include proper risk protection, reducing financial vulnerabilities and helping ensure a smoother post-deal transition.

How can businesses streamline insurance management after a merger to ensure continuous coverage and cost efficiency?

To manage insurance effectively after a merger, the first step is a thorough review of the existing policies from both companies. This allows businesses to pinpoint overlapping coverage, identify any gaps, and address terms - like change in control provisions - that could impact policy validity.

Important actions include negotiating run-off (tail) coverage to handle liabilities tied to pre-merger activities and ensuring all essential coverages stay active without any interruptions. A close examination of the acquired company’s claims history and risk exposures can also provide valuable insights for determining if additional coverage is necessary. Bringing in insurance experts early on can simplify the process, helping to tackle any complexities and align policies with both coverage needs and cost considerations.

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