Risk Partners Life Sciences Roundtable 2025, thank you very much!
Risk Partners Life Sciences Roundtable 2025, thank you very much!
Tax-related deal breakers, unresolved legal issues, far-reaching warranties, large escrow amounts, or contingent liabilities affect the purchase price, liability structure, and deal certainty. Such risks become insurable only when the facts, legal position, exposure, and information available are presented in a way that allows the market to make a sound underwriting decision.
Risk Partners operates at the intersection of SPA negotiations, due diligence, and risk transfer. We assess marketability at an early stage, structure the risk profile, prepare the available transaction information for market outreach, and negotiate coverage, exclusions, and terms with the appropriate markets and risk providers.
The specific insurance structure that actually enhances a deal depends on the transaction itself: reduced seller liability, better protection for the buyer, less capital tied up in escrow, or greater planning certainty leading up to signing and closing. The product follows the structure, not the other way around.
M&A and transaction-related insurance solutions go beyond coverage for breaches of warranty. They become relevant when the risk allocation in the SPA is not economically viable or when a risk prevents the parties from reaching an agreement. Typical situations:
The market has expanded significantly: In addition to W&I, tax, contingent risk, litigation, title, environmental, and synthetic structures are now reviewed in a much more nuanced manner than they were just a few years ago. At the same time, the ability to place these risks depends more heavily on underwriting quality, documentation, and clear risk delineation.
Coverage for financial losses arising from breaches of warranties in a corporate purchase agreement, including certain tax warranties and—depending on the policy structure—tax exemptions, provided these are not excluded as known tax items or require separate structuring. W&I is frequently used to protect buyers, limit seller liability, and reduce escrow or holdback arrangements.
Protection for buyers in transactions where the seller, insolvency administrator, or management does not provide substantial guarantees, and where access to management or disclosure is limited. Synthetic structures decouple buyer protection from recourse against the seller. The underwriting basis is the buyer’s due diligence.
Coverage for specific tax risks, such as those arising from transaction structures, tax audits, reorganizations, cross-border situations, or disputed issues of interpretation. Tax insurance policies can also be purchased independently of specific transactions.
Hedging of known individual risks whose occurrence, magnitude, or legal assessment is uncertain. These include, for example, specific indemnities, W&I exclusions, as well as regulatory, contractual, state aid, or litigious legal risks whose economic impact can be isolated and transferred to the insurance market independently of the rest of the transaction. This typically requires a robust legal, tax, or technical risk assessment and a quantifiable exposure.
Protection against losses arising from defects in ownership, title, or rights of use relating to real estate, real estate companies, or investment structures. Particularly relevant in real estate transactions, complex asset structures, and cross-border matters.
Coverage for environmental, contaminated site, contamination, and remediation risks, including third-party claims and government-mandated remediation orders. Particularly relevant for industrial, infrastructure, energy, and real estate transactions.
Coverage for risks arising from intellectual property infringements, freedom-to-operate uncertainties, or infringement risks, provided they are legally and technically defined and documented in a manner that allows for underwriting. This is particularly relevant for transactions involving a significant amount of intellectual property, as well as for companies that develop, license, or commercialize patent-protected technologies.
Structuring W&I, tax, contingent risk, and management liability solutions for GP-led secondaries, continuation funds, and secondary buyouts, particularly in cases involving limited seller recourse, LP liquidity, and lead investor protection.
Mitigation of directors’ and officers’ liability risks in connection with a change of control, sale, acquisition, or restructuring. Particular emphasis is placed on run-off solutions for breaches of duty committed prior to closing and the continuity of the management liability structure after closing.
Protection of international investments against political risks such as expropriation, transfer restrictions, currency inconvertibility, political violence, government intervention, or breaches of contract by the government. Relevant for the acquisition or financing of foreign assets, concessions, infrastructure, energy, and regulated projects.
Review of existing insurance programs, claims history, coverage gaps, change-of-control clauses, and the target’s post-closing requirements, including the insurance structure effective from Day 1.
Coordinating insurance-related matters during concurrent M&A and IPO processes, particularly W&I, D&O run-off, management liability, and POSI. The goal is to prepare both exit options from an insurance perspective in such a way that the requirements of the M&A and capital markets processes do not conflict.
Buy-side acquisitions, portfolio exits, buy-and-build strategies, secondary transactions, management rollovers, distressed situations, or fund wind-downs.
Protection against financial losses resulting from breaches of warranty, structuring of identified individual risks, and classification of legacy liabilities, insurance gaps, change-of-control issues, and the target’s post-closing requirements.
Limiting residual liability, reducing tied-up purchase price components, structuring an exit with a reduced liability profile, and securing specific indemnities. For insolvency sales, carve-outs, or distressed assets: evaluating synthetic W&I or alternative indemnification structures.
Acquisition, sale, or financing of equity investments, real assets, international structures, and investments involving complex legal or tax issues.
Early assessment of insurability; coordination of SPA terms, warranty provisions, the disclosure process, W&I exclusions, and underwriting requirements.
Preparing auction processes, obtaining indicative terms, structuring sell-side processes, and providing support for timing, bidder communication, and market outreach.
Providing insurance-related support for restructuring and turnaround processes; assessing insurable risks in debt-to-equity transactions, carve-outs, and asset deals; and coordinating with insolvency administrators and financing parties.
Assessment, structuring, and analysis of specific tax risks for the insurance market, particularly in connection with reorganizations, cross-border structures, tax audits, or disputed issues of interpretation.
D&O run-off, management liability, IPO-related issues, and the ability to maintain the insurance structure after closing.
Transactions involving risks related to intellectual property, data protection, cybersecurity, clinical matters, regulatory issues, product liability, or licensing.
Transactions involving title, environmental, contaminated site, permitting, regulatory, or country-specific risk issues.
Funding rounds, exit readiness, management liability, cyber/E&O, and preparation for capital market- or transaction-related processes.
Ideally, we get involved early on. The later we become involved in an ongoing process, the less room there is for exclusion negotiations, alternative structuring approaches, and aligning the expectations of all parties involved. An initial assessment of marketability is usually possible on short notice. If a risk is unlikely to be placed, we state this clearly before time is spent approaching the market without a realistic prospect of a viable offer.
We first assess the risk and the transaction mechanics, including whether an insurance solution is the right approach at all or whether the issue would be better addressed in the SPA. For the initial market approach, we prepare the risk profile and the available transaction documents in such a way that insurers can provide a reliable indication at short notice.
Indicative quotes are evaluated based on coverage scope, exclusions, deductibles, enhancement potential, feasibility within the deal timeline, claims handling, and the insurer’s market reputation. This results in a recommendation that balances price, coverage, and feasibility.
Once the preferred insurer has been selected, we assist with the underwriting process, coordinate the submission of additional documentation, and negotiate coverage, exclusions, deductibles, and terms and conditions through the final issuance of the policy.
Stated coverage is not the same as actual coverage. A guarantee may appear to be covered in an insurer’s warranty spreadsheet but still prove to be worthless in the event of a claim if an exclusion, a due diligence condition, or a deemed amendment applies to it. We review each material warranty to determine what actual risk transfer remains after applying these restrictions, comparing each warranty against the insurer’s stated position. For example: An environmental warranty may be listed as covered, while an environmental or contamination exclusion largely nullifies it in the absence of reliable Phase I findings. This allows the buyer to identify, before committing, where a “green” WSS position masks a coverage gap, where renegotiation is necessary, and where a due diligence measure can establish coverage. Our recommendation is based on this analysis.
Even after the policy has been issued, Risk Partners remains your point of contact. Whether you have questions about coverage, post-closing matters, or a claim, we will support you in your dealings with the insurer as your broker.
Risk Partners is owner-managed and operates without its own underwriting offices, exclusive product platforms, or predetermined placement channels. The choice of risk-takers depends on their experience, risk appetite, and actual decision-making authority in each specific case.
In auction processes involving multiple bidder groups, we can manage separate process strands (trees) with independent market outreach. Information flows are kept separate to ensure the confidentiality of each bidder’s information (Chinese walls).
We review transaction-related documents from an insurance perspective without assuming the role of legal or tax advisors. Based on the SPA structure, warranty schedule, disclosure process, due diligence findings, and tax or legal memos, we identify which points are relevant for placement, exclusions, and underwriting. Market feedback is incorporated into the process in such a way that the deal team and advisors can use it for SPA negotiations, disclosure, and process planning.
