Private equity exitsA practical analysis

Warranty and indemnity insurance

What is W&I Insurance?

As the name suggests, warranty and indemnity (W&I) insurance provides financial cover to the insured in the event of a breach of warranty or a claim under the tax indemnity.

The W&I policy can be held by either the seller or the buyer. However, it is much more common for W&I insurance to be placed on the buy-side – although it is often the seller that initially introduces the idea of insurance to the deal. The advantage of insuring the buyer (rather than the seller) is that it allows a direct claim to be made against the insurer, avoiding the need to pursue the seller. Buy-side policies thus help facilitate deals by giving buyers an A-rated counterparty to recover from, while ensuring a clean exit for the seller.

Warranty and indemnity insurance

Breach event

Buyer claims directly against insurer

Insurer pays buyer

Seller side

Breach event

Buyer claims against seller(s)

Insurer pays the seller

Buyer side

As awareness of the product continues to grow, it seems inevitable that W&I insurance will remain a key feature of private equity exits

Over recent years, we have seen the M&A market shift in favour of sellers. This has resulted in buyers being increasingly unable to secure a sufficient level of warranty cover under a share purchase agreement (SPA). In addition, we have seen a growing number of secondary buy-outs, where private equity sellers (at least in Europe) are reluctant to give operational warranties and the target’s management is often unwilling to take on potentially large liabilities under the SPA. The combination of these two factors has created the perfect environment in which W&I insurance has flourished and grown as a key method to bridge the gap between what the seller is willing to offer and what the buyer expects. As awareness of the product continues to grow, it seems inevitable that W&I insurance will remain a key feature of private equity exits.

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Why is W&I insurance gaining traction with private equity funds?

Even with a majority stake in a portfolio company, private equity houses leave the day-to-day responsibility of running the business to the management team. On a secondary buy-out, the outgoing private equity house will give no warranties other than title and capacity. The task of giving operational warranties (tax, litigation, compliance, intellectual property etc) therefore falls to management. This is commonly known as management’s ‘warranty burden’ and is explored in further detail in the chapter on management issues.

For the reasons explained in the chapter on management issues, the liability cap demanded by the buyer often exceeds what management is willing or able to provide. This can lead to a tension between: the private equity seller and management (with the private equity house pressuring management to carry greater liability); and the exiting private equity house and the buyer. W&I insurance helps relieve these tensions by reducing management’s ‘warranty burden’ – thus aligning the interests between management and the private equity seller. It also bridges the gap between management’s liability cap and the buyer’s requirement for the management warrantors to be on the hook for a substantial amount – relieving the tension between the private equity seller and the buyer.

In addition to aligning the interests between the exiting private equity house and management, W&I insurance helps align management’s interests with the buyer’s interests. Absent insurance, if a claim arises under the warranties or tax indemnity, buyers will be wary of bringing a claim against management (who will often have stayed on with the target) as such a claim may damage the relationship going forward. However, if W&I insurance has been placed on the deal, the buyer can claim for the breach of warranty under the W&I policy with no concerns that it might compromise any ongoing working relationships with management.

W&I insurance helps relieve tensions between the private equity seller and management by reducing management’s ‘warranty burden’ – thus aligning the interests of these two parties

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How do insurers get comfortable with taking on these risks?

Over the last five years, the W&I insurance market has professionalised. The majority of insurance underwriters are now ex-corporate lawyers or investment bankers. They have experience of doing deals and understand how a good process is run. As such, while the underwriters are not experts in the underlying sector/assets involved with a deal, they are able to look at how the parties have conducted the transaction to ensure that a thorough due diligence and disclosure process has been undertaken. The knowledge that a comprehensive process has been run provides insurers with the comfort they need in order to take on the liabilities under the warranties and the tax indemnity.

As part of an insurer’s underwriting process, it will require access to the virtual data room prepared by the seller, along with access to the buyer and its professional advisers. Most importantly, the insurer will need access to the due diligence reports that have been prepared in connection with the transaction – this will include any vendor due diligence reports as well as the buyer’s own due diligence. At a minimum, insurers will expect there to be legal, financial and tax due diligence. These reports should be in written form and prepared by professional external advisers.

Insurance should never be seen as a replacement for thorough due diligence and, as such, it is of paramount importance that all of the matters covered under the warranties/tax indemnity are verified, where possible, by the due diligence reports. That said, due consideration does not mean the buyer has to go to lengths beyond anything a reasonable buyer would do. For example, if a target owns title to a large number of leasehold properties, insurers will not necessarily expect the buyer to diligence every single one of these properties. Instead, insurers can get comfortable with a ‘sampling’ approach to due diligence, provided the sample size and the parameters applied to the sample are sufficiently broad. Insurers will require the materiality threshold applied to the due diligence reports to reflect the individual claims de minimis. So for individual claims de minimis of £50,000, insurers will require all contracts with a value of £50,000 or more to be reviewed.

Insurers will pay close attention to the disclosure process carried out by the sellers/management giving the warranties (the ‘Warrantors’). They will want to understand who the Warrantors are and what oversight they have exercised over the target business. From an insurer’s perspective, it is

important that the individuals who are giving the warranties and making the disclosures against those warranties have the requisite knowledge with respect to the running of the business. To the extent the Warrantors do not have control of the management of the target, insurers will expect the SPA to state that the Warrantors have made due and careful enquiry of the individuals who have the appropriate level of knowledge.

Finally, insurers will be alive to the risk of ‘anti-selection’ that is applicable to various types of insurance. ‘Anti-selection’ is the risk of insureds using better information to ‘select’ the risks it transfers to the insurer. In the context of W&I insurance, this involves requests for only specific warranties to be insured, for example bribery/corruption or intellectual property infringement. Insurers will be put on notice to anti-selection risk when insureds only require cover for specific warranties. It is therefore best not to ‘cherry pick’ warranties which the insured wishes to receive cover for. The better approach is to insure all of the warranties on the deal.

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How much cover is usually purchased and what does it cost?

Because the selling private equity house will usually give title and capacity warranties capped at the full purchase price, insurance is rarely taken out to the full deal value. Policy limits are typically 10–20% of the deal value. The premium is expressed as a percentage of the policy limit – this is known as the ‘rate on line’. The premium is a single one-off payment for the entire policy period and is normally due shortly after closing. By way of illustration on a £200 million transaction, a 10% policy limit represents £20 million of cover. At a ‘rate on line’ of 1.5%, this would represent a single premium payment of £300,000.

The policy will normally contain a self-insured excess. Historically this has been set at 1% of the deal value in Europe and is invariant to the amount of cover purchased. In recent years, increased insurer competition has resulted in lower excess levels – it is often possible to obtain an excess that represents 0.5% of the deal value. As outlined in the section below, the management is typically liable to the buyer for a portion of the excess, but in some cases this will be carried solely by the buyer (ie, the buyer will not be able to recover the first amount of loss from the seller or management).

Just in the same way as any seller would do when negotiating with a buyer, the insurer will set a timeframe within which claims can be made for a

breach of warranty or claims under the tax indemnity – this is the policy period. The policy period will vary depending on the nature of the underlying claim – this is normally two years for general warranties, seven years for tax and seven years for title and capacity.

As a general rule, the more common the product within a jurisdiction, the lower the pricing will be. In the last couple of years, a number of new insurers have joined the W&I insurance market. The increased insurer competition has led to a decrease in pricing. The table above provides a rough indication of pricing for private equity transactions across a number of jurisdictions.

It is worth reiterating that the policy limit will almost always be a sub-limit of deal value: a ‘rate on line’ of 1.5% applied to a policy limit representing 10% of deal value would result in a premium of 0.15% of deal value.

The higher ‘rate on line’ for deals in North America is attributed to the fact that US SPAs tend to have more buyer-friendly terms, with warranties only qualified by specific disclosures (rather than a general disclosure of the virtual data room) and given on an indemnity basis. The more litigious nature of North American deals also contributes, with buyers historically more likely to seek recovery from the seller under the SPA. In Asia, greater legal uncertainties coupled with lower insurer appetite contributes to higher rates on line.

Jurisdiction Rate on line

United Kingdom 1.1-1.5%

Nordics 1.1-1.5%

Western Europe 1.2-1.6%

CEE 1.3-1.8%

Southern Europe 1.5-2%

North America 2.8-3.8%

Asia-Pacific 2-3%

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Purchase Price £100,000,000Policy Limit £10,000,000Deductible £1,000,000

Premium £120,000-£150,000

How premiums are priced

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While W&I insurance is an incredibly helpful tool in bridging the gap between sellers and buyers on private equity exits, it is essential that buyers understand that the cover provided by W&I insurance does not precisely replicate the cover provided by traditional warranties or a tax indemnity given by a seller.

W&I insurance is designed to cover unknown risks. As such, any matters fairly disclosed within the due diligence reports, the SPA/disclosure letter or within the virtual data room will qualify the cover under the policy. It is important that buyers understand that any information disclosed also qualifies the tax indemnity, and not just the warranties. This is in contrast to a traditional tax indemnity which is not qualified by disclosures or the buyer’s knowledge. Cover under the insured tax indemnity is the key difference between what a buyer can expect to obtain from an insurer and the protection afforded by a seller on a non-insured transaction.

With respect to disclosure to the insurer, it must be borne in mind that W&I policies are governed by the legal principles of uberrimae fides – a contract of ‘utmost good faith’. This means that the insured (buyer) owes a duty to the insurer to disclose all material facts and to refrain from making material misrepresentations. If a buyer fails to disclose all material information or makes a material misrepresentation, the insurer may be entitled to avoid or reduce its liability under the W&I policy. It is important to make clear that this duty applies to the insured (buyer), not the seller. In the event the seller has knowingly withheld information or failed to disclose to the buyer, this will not invalidate the policy. Indeed, even in the event of seller fraud under the SPA (ie, the seller had failed to disclose certain facts and circumstances to the buyer), the buyer would still be able to recover from the insurer as long as the buyer had satisfied its duty of utmost good faith.

W&I policies typically include standard exclusions from cover. The precise list of exclusions varies from insurer to insurer and from transaction to transaction (depending on the sector/nature of the underlying asset) and the cover available

from the market can differ considerably.

However, as a general rule, the following matters are not insurable:

• the future non-availability of tax reliefs or losses in the target company;

• issues actually known to the insured;

• forward-looking statements;

• leakage/purchase price adjustments;

• secondary tax liabilities;

• transfer pricing;

• pension underfunding risks; and

• fines and penalties which are uninsurable by law.

Anti-bribery and corruption is often an area of focus for insurers, but cover can be obtained if the buyer can demonstrate that the target company has procedures in place to ensure compliance with the relevant legislation. In addition to the above, insurers will often attempt to exclude liability for, where relevant, issues such as medical malpractice, product liability, data protection and cyber security. The argument here is that the target should have existing policies in place to cover these risks and should not be relying on the W&I policy to provide such protection. However, provided the broker can supply the insurer with the existing policies or evidence that the existing policies are adequate and robust, many insurers can feel comfortable with providing cover for these issues (sitting in excess of the limits on the existing policies).

The recent sellers’ market has allowed sellers to often avoid repeating warranties at closing (if there is a split exchange and closing). However, if the warranties are repeated at closing or there is a

tax indemnity, consideration needs to be given to the following: under a W&I Policy, the insured is required to sign a no claims declaration (NCD) at signing (addressing any pre-signing breaches) and again on closing (addressing any post-signing breaches). The NCD certifies that the insured does not have any actual knowledge of any warranty breaches (or claims under the tax indemnity). If any breach occurs and is discovered in the period between signing and closing, it will be disclosed in the closing NCD and will be carved out of cover. Insurers call this ‘new breach’ cover and, at present, they remain largely unwilling to offer such cover. With respect to breaches which occur before signing but are only discovered in the period between signing and closing, this will be covered by the policy as this will have been a breach of the signing warranties and is not caught by the closing NCD. It is worth noting that there is typically no additional premium to cover warranties repeated at closing.

Even at the heads of terms stage, it is important that the buyer keeps the restrictions of W&I insurance in mind. With the product’s growing presence in the market, it is now common to see low liability caps and an insurance solution integrated into the heads of terms by the seller. However, it is crucial that buyers understand that agreeing to a low liability cap for all claims arising under the warranties or tax indemnity might leave them exposed with respect to:

• any specific exclusions included in the W&I policy;

• any ‘new breaches’; and

• any matters which are disclosed and, therefore, automatically excluded from cover.

As such, it is wise for buyers to consider whether they should seek recourse against the seller or management for any matters not covered under the W&I policy. This should be discussed and resolved at the heads of terms stage to avoid any disagreements on this matter during the SPA negotiations.

How does cover under the W&I policy differ from the cover provided under the SPA?

W&I Insurance is designed to cover unknown risks

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How does the buyer make a claim?

In the event of a matter giving rise to a claim under the warranties or tax indemnity, the buyer will claim directly against the insurer under the W&I policy. There is no requirement that the buyer seek to recover from the Warrantors before claiming under the policy. The Warrantors are often completely cut out of the claims process by the buyer and the insurer will waive any subrogation rights against them. The only exception to this is where the Warrantors have been fraudulent. In the event of Warrantors’ fraud, the insurer will pay out to the buyer, but will then have the right to subrogate and pursue the Warrantors to recover the sum paid out under the W&I policy.

The W&I policy will require the buyer to take reasonable steps to mitigate its loss. This obligation does not require the buyer to forgo any legal right or breach any legal obligations or do any other thing which would have a detrimental effect on the buyer. If the buyer fails to comply with its obligation to mitigate its loss, the insurer may be entitled to reduce its liability under the W&I policy to the extent that the insurer was adversely affected by the buyer’s failure to mitigate.

Although W&I insurance remains a profitable line of business for insurers, claims are on the rise. All W&I insurers are investment grade security, so a much better counterparty exposure than most sellers. The policy wording is bespoke and drafted to ‘tie’ together with the underlying SPA so establishing a breach is fairly straightforward. It is the quantum of damages the buyer is entitled to receive that often takes time to establish, but the need for the buyer to demonstrate its financial loss arising from a breach is no more onerous than when dealing with a seller.

The following case study illustrates how the claims process works in practice:

• On a £200 million deal, the seller warrants that the target company’s products do not violate, infringe or misappropriate intellectual property rights of any third party.

• The seller caps its liability to £2 million under the SPA. The buyer obtains its remaining protection under a W&I policy with a policy limit of £30 million in excess of £2 million.

• Nine months post-closing, the buyer/policyholder receives notice from a third party alleging infringement of registered patents. Initial investigations confirm the claimant is a well-known patent troll with a history of securing multi-million dollar settlements.

• The buyer notifies the seller of the breach of warranty and simultaneously submits a claim notice to the insurer, setting out the details of the breach of warranty, the potential quantum of the loss and any reasonable steps which the buyer is taking.

• The insurer’s consent is obtained to incur defence costs and the buyer begins negotiations with the patent troll. The insurer will need to be kept updated on any material developments in the settlement discussions.

• Six months later the patent troll offers to settle the claim in exchange for a three-year patent licence agreement for a fee of £6 million. The insurer’s consent is sought to agree to this settlement.

• The insurer agrees to the terms of the settlement. The buyer recovers £2 million from the seller and the remaining £4 million from the insurer. The insurer also reimburses the buyer for the £500,000 of legal defence costs incurred during negotiations with the patent troll.

In the above example, the buyer could have opted to not claim the £2 million from the seller (eg, if the seller was involved in managing the business). In this situation, the buyer would still have recovered £4.5 million from the insurer, but it would have been required to fund the first £2 million of the licensing fee itself. It is also worth noting that once the £2 million deductible has been eroded, all further claims would be paid in their entirety.

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An alternative to nil recourse: blanket awareness qualifiers

In scenarios where the buyer remains uncomfortable with a £1 liability cap, all is not lost for management. Management can still gain protection under the SPA through the application of a blanket awareness qualifier. The effect of this qualifier is that each of the warranties in the SPA is only given ‘so far as the warrantors are aware’. The insertion of an awareness qualifier will ultimately make it much harder for a buyer to successfully bring a claim against management, as in order to do so the buyer would need to prove that the management knew that the warranty was incorrect when given. This errs close to fraud. While this is clearly an enhanced position for management, buyers have historically been understandably reluctant to accept such a qualification.

W&I insurance offers a solution which allows buyers to accept such qualifications without a concern that it will ultimately prevent the buyer from seeking recourse. This is achieved by the insurer disregarding the blanket knowledge qualifier in the SPA for the purposes of the W&I policy. This means that the warranties are deemed to be given on an unqualified basis. In order to offer this enhancement within the W&I policy, insurers will expect the knowledge pool under the SPA to be sufficiently wide. This helps insurers to gain comfort that the Warrantors have engaged all of the individuals who have the relevant knowledge, asked the appropriate questions and, as such, the Warrantors should be aware of any matters that need to be disclosed. In addition to this, insurers will seek to reinsert the awareness qualifier back into certain warranties. For example, insurers will always insist that the warranty “no third party is infringing the target company’s intellectual property” is knowledge qualified, while the warranty “the target company is not infringing any third party’s intellectual property” can be covered without a knowledge qualifier.

How do insurers gain comfort when management has no ‘skin in the game’?

As identified earlier in this chapter, W&I insurance is an effective tool by which to ease management’s concerns and help induce them to give warranties. However, the product is not immune from the moral hazard risk that affects many types of insurance. Moral hazard occurs when a person takes a higher risk because another party bears the cost of those risks. For W&I insurers, the risk they face is that the Warrantors take a different approach to the deal.

A thorough due diligence and disclosure process can be onerous. As such, if management has little or no liability under the SPA, they may not be incentivised to carry out a thorough and potentially cumbersome disclosure process. This leads to the risk that known issues will not come to the attention of the buyer or the insurer. As W&I insurance is only designed to cover the ‘unknowns’, a sloppy disclosure process leaves insurers vulnerable to covering known but undisclosed risks.

Nonetheless, there are a number of ways in which insurers can feel comfortable with management having little or no liability. The key point for W&I insurers is that they want to see that a thorough due diligence and disclosure process has been undertaken. The warranty negotiation and disclosure exercise should be conducted on an arm’s length basis as if insurance was not being used. The particular dynamics of the deal will also impact an insurer’s view of the situation.

For example, insurers gain comfort where:

• the liability cap is low but not so low as to be meaningless to management. Typically, insurers like to see management on the hook for at least 1.5 to 2 times salary; or

• management is not receiving any consideration from the transaction but they are staying on with the target post-closing and therefore aligned with the buyer.

There are limited circumstances in which insurers will be prepared to go one step further and provide cover when management are not liable for the warranties, but still receiving relatively significant proceeds. However, it should be stressed that insurers are hesitant to provide such cover and will only do so in circumstances where it is clear that a thorough disclosure process has been undertaken. Further, in these situations, insurers will expect a reasonable excess to apply to the policy, thereby incentivising the buyer to fully establish the facts upfront on the basis it will be exposed to the excess in the event of a claim. The final point to bear in mind is that if management’s non-disclosure of known risks amounts to fraud then, notwithstanding the £1 cap for management, management will still be liable for the full amount of any claim. In such a situation the insurer also has the right to subrogate against the Warrantor to recover the losses it has paid out under the W&I policy as a result of the Warrantor’s fraud.

Management can still gain protection under the SPA through the application of a blanket awareness qualifier

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Stapling insurance to the deal

Soft staple Hard staple

In auction processes, sellers are increasingly ‘stapling’ insurance to the deal. This is where W&I insurance is introduced to the deal by the seller, much in the same way as external third party financing can be stapled to a transaction. The seller will initiate the insurance discussions, but will ultimately flip the process over to the preferred bidder (as the W&I policy will be held by the buyer). Depending on the level of vendor due diligence undertaken, this can either be done as a ‘soft staple’ or a ‘hard staple.’

This method of stapling involves the sellers approaching the insurance market with copies of the draft SPA, the information memorandum and the target’s financial accounts. Following negotiations with insurers, the broker will submit its nonbinding indication report which will provide a comparative study of pricing and coverage, as well as a recommendation regarding which insurer to proceed with. This report will be uploaded to the virtual data room for potential buyers to consider in advance of submitting their bids. Once exclusivity is granted to a preferred bidder, this bidder will engage with the broker allowing an insurer to be selected. The insurer’s underwriting and policy negotiation will then proceed on the basis of the buyer’s due diligence reports. Vendor due diligence is not required in this method.

If vendor due diligence (VDD) is available, it is advantageous to introduce a ‘hard staple’. Please refer to the vendor diligence chapter on the considerations and merits of VDD. With a hard staple, the seller is able to approach the insurance market with copies of the SPA, information memorandum, VDD and the target’s financial accounts. Following negotiations with insurers, the broker will submit its nonbinding indication report to the seller. The seller will then select an insurer and underwriting will proceed on the basis of the VDD. Following the initial underwriting stage, a draft of the W&I policy would be produced which is approximately 70% of the way to being finalised, depending on the scope of the VDD. Typically, this W&I policy would be uploaded to the virtual data room alongside the SPA.

Once a preferred bidder is selected, the process will ‘flip’ to the buyer. At this stage, the broker and insurer will require access to the buyer’s top up due diligence and, on the basis of these additional reports, the policy will be finalised.

For private equity sellers who wish to maintain competitive tension to the very last moment, it is possible for both the broker and insurer to put information barriers in place to allow them to engage with multiple bidders. In this scenario, a separate W&I policy would be negotiated and finalised with each of the respective bidders but only the policy of the successful bidder would ultimately begin on the signing date.

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What are the benefits of stapling insurance to the deal?

• Cost: as the seller typically pays the premium, it is important that they have visibility over the potential cost. A stapling approach means that the seller is aware of the price from the outset and it can control the policy limit and excess options offered to the buyer.

• Scope: bidders have a clear understanding of the contractual protection available prior to submitting final bids. Private equity sellers are, therefore, able to run a competitive bid process with a greater degree of certainty around the final policy terms. This reduces the likelihood of a buyer attempting to ‘chip the price’ at a later stage on the basis the policy does not offer sufficient protection.

• Time: Stapling insurance reduces the time spent on negotiating the warranties and liability caps as well as reducing the time spent negotiating the policy once a preferred bidder is selected. Without insurance, a seller’s first draft of the SPA would usually contain a very narrow set of warranties. The parties would then have to undertake a lengthy negotiation process to agree the warranties and the liability caps. W&I insurance avoids the need for these drawn-out discussions.

Stapling insurance to the deal allows private equity sellers to expedite the insurance process and gives them greater visibility of the parameters of the proposed policy.

The key benefits of stapling insurance to the transaction are as follows:

Stapling insurance: greater visibility of the parameters of the proposed policy.

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Established jurisdictions for W&I insurance

The United Kingdom and Australia are the most established markets for W&I insurance where it has become commonplace on private equity deals. In recent years,the product has become a well-recognised deal tool in the Nordics and Germany. While not yet an entirely standard feature of the deal landscape, use of the product continues to grow in CEE, Southern Europe and the United States.

In the United States, there has been an upsurge in demand for the product over the last 24 months. Unlike in Europe, US private equity houses have traditionally given operational warranties on exit. However, agreeing to operational warranties on a sale is problematic and prevents distribution to investors for the reasons discussed earlier in the chapter. However, the strong demand for assets has created highly competitive auctions which

have allowed private equity sellers to deviate from the default position of giving operational warranties. Private equity exits in the United States are increasingly launched on a zero warranty basis and buyers are turning to the insurance market to obtain the required protection.

There are variations to the product in the United States – premium rates on US deals are significantly higher and excess levels are normally in the region of 1.5–2% of the deal value. Another notable feature of US deals is that VDD

is fairly uncommon, as a result a ‘soft staple’ or no staple is the sellers’ favoured method of introducing insurance to a deal. Another key feature of US deals is that the virtual data room is not

deemed generally disclosed under the SPA as it normally is in Europe. Instead the warranties will only be qualified by the specific disclosure schedules – US W&I policies replicate this position with only the specific disclosure schedules and the actual knowledge of the buyer’s deal team qualifying the cover. Unlike with European policies, the contents of the due diligence reports do not qualify the cover – instead insurers get their comfort from the buyer’s deal team confirming that they do not have actual awareness of any breaches.

The strong demand for assets has created highly competitive auctions which have allowed private equity sellers to deviate from the default position of giving operational warranties

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Conclusion -

On a private equity exit, the allocation of risk among the various stakeholders has inherent tensions. The interests

of the selling private equity house, management team and buyer are unaligned when it comes to negotiating the warranties set out in the SPA. In Europe, the management

team has historically shouldered this ‘burden’ with outgoing private equity houses refusing to give warranties

beyond title and capacity and management standing behind a significant portion of their sale proceeds. W&I insurance now provides a solution, allowing the selling

private equity house to align interests with management, ease deal negotiations and distribute greater sale

proceeds to investors – boosting the internal rate of return. However, the product is not a panacea for all

deal issues: buyers must be aware of the scope of cover afforded by the policy and the parties must understand

and plan for the impact of insurance on the deal process.

This chapter ‘Warranty and indemnity insurance’ by Richard French and Caroline Rowlands is from the title Private Equity Exits: A Practical Analysis,

Second Edition, published by Globe Law and Business.

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Richard French

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