Transactional liability
Certainty on deal terms, so transactions can close with confidence.
Longbrook’s transactional liability insurance can protect buyers, sellers and investors against the financial consequences of insured breaches of warranty and identified tax exposures arising on a deal — whether flagged in diligence or unknown at signing. We turn deal risk into a transferable cost, so transactions can be negotiated, priced and closed with confidence.
A focused suite for M&A risk transfer
Each product is modular: it can be written on a standalone basis or combined to fit the structure of the deal. Built by specialist underwriters and backed by A (Excellent) rated capacity. We respond quickly, keeping pace with tight signing and completion timetables.
M&A · Warranty & Indemnity
Warranty & Indemnity Insurance
Insures the Buyer or Seller against a breach of the seller’s representations, warranties or indemnities in the sale and purchase agreement, so buyers gain recourse against insurers in place of the seller, and sellers can walk away with a cleaner exit.
A clean exit for sellers, real recourse for buyers.
Negotiating warranty caps, escrows and indemnities can slow a deal down or unwind value for the seller. W&I insurance responds instead of the seller, so warranty risk sits with insurers rather than on the seller’s balance sheet or in an escrow account, letting the deal close on cleaner terms.
M&A · Tax Liability
Tax Liability Insurance
Covers a specific, identified tax exposure arising from a transaction or a target’s tax history — from historic filing positions to restructuring risk — so the exposure sits with insurers rather than in a seller indemnity or escrow.
Certainty on a known tax exposure.
Where diligence identifies a specific tax risk, or a target’s tax position carries residual uncertainty, Tax Liability insurance responds in place of a seller indemnity or price reduction and may often extend to the full amount at stake, so the issue no longer needs to hold up signing or completion.
What our transactional liability cover is used for
Use cases
Deal certainty – allocating warranty and tax risk into the insurance market so it doesn’t derail signing or completion.
Capital efficiency – replacing escrows, holdbacks and specific indemnities so capital is freed up.
Seller clean exit – letting sellers walk away with limited ongoing liability under the sale agreement.
Buyer recourse – giving buyers a solvent, insurance-backed claim in place of pursuing individual sellers.
Supporting competitive auction processes and time-constrained deals as they move to signing.
Transactional Liability Team
Shaun Reynolds
Global Head of Transactional Liability
Shaun has more than 20 years of mergers and acquisitions experience spanning underwriting, legal advisory and in-house counsel roles. Prior to joining Longbrook, he underwrote complex transactions across Asia Pacific and advised clients on cross-border deals at leading international law firms. He leads Longbrook’s global Transactional Liability business, including warranty and indemnity and tax liability insurance.
Why Longbrook
"Think Longbrook. Think long-term."
Underwriting depth
A specialist team with 50 years' combined experience across UK, European, APAC and US M&A and transactional liability markets — supported by external counsel and tax advisers on complex jurisdictions and higher-severity risks.
Execution that fits the deal
Early, clear positioning on insurability; 24/7 servicing — so cover keeps pace with the transaction rather than holding it up.
Capacity you can rely on
Supported by capacity rated A (Excellent) by AM Best, with the appetite to deploy meaningful limits — often with reference to enterprise value or deal size.
Cover is subject to underwriting acceptance, policy terms, conditions and exclusions. Not all risks are insurable.