The representations and warranties put forth by a seller are critical components of business mergers and acquisitions (M&A). In a traditional M&A transaction, the seller agrees to indemnify the buyer for a set period of time against breaches of their representations and warranties. The indemnity is often backed by an escrowed portion of the proceeds otherwise payable at closing. This usually amounts to around 10% to 15% of the proceeds for 1 – 2 years. However, the emerging use of representations and warranties insurance is changing or eliminating this traditional structure for many M&A deals (source 1).

A good reputation is valuable but also fragile. As Berkshire Hathaway Inc. Chairman Warren Buffett said, “It takes 20 years to build a reputation, and five minutes to ruin it.” In the headlines every day are incidents that damage the public’s perception of an organization, from social media controversies, to executive misconduct to regulatory violations. Fortunately, a new generation of insurance products is emerging to provide protection for reputational risks.