Find out more about our global Transactional Risk offering

Specialist RWI coverage for North American transactions

DUAL provides tailored Representations & Warranties (RWI) insurance to help buyers and sellers manage unknown risks and move deals forward. Our policies protect your clients against financial loss arising from unknown breaches of the seller’s representations and warranties in a purchase agreement, supporting a cleaner allocation of liability between the parties.

Brown Brothers Harriman data shows U.S. private equity activity reached an estimated 9,019 deals with an aggregate value of almost $1.2 trillion in 2025. For brokers supporting buyers and sellers in this active market, RWI can help reduce retained risk, strengthen bids and keep transactions moving toward closing.

Our North American team brings deep experience across domestic and cross-border transactions, backed by a global Transactional Risk practice. This gives you local market knowledge, responsive underwriting and international support when a deal spans jurisdictions.
 

100+

Transactional Risk experts globally

A+ and A

S&P and A.M. Best-rated carriers

In-house claims

handled by an experienced team

Key benefits

By transferring unknown breach risk to an insurer, RWI insurance can reduce friction between buyers and sellers, support competitive bids and help deals reach closing.

  • Clean exit

    Reduces reliance on seller indemnities, escrows and holdbacks, allowing sellers to retain more proceeds at closing.

  • Stronger bids

    Helps buyers offer more attractive terms by limiting the seller’s post-closing exposure without reducing buyer protection.

  • Direct resources

    Gives buyers recourse to an A-rated insurer if an unknown breach is discovered after closing, reducing dependence on the seller’s creditworthiness.

  • Greater deal certainty

    Simplifies liability negotiations and reduce friction that could delay signing or closing.

What does RWI insurance cover?

Our policies generally mirror the representations and warranties in the purchase agreement, providing broad protection against unknown risks. Coverage can stand alone or be coordinated with DUAL Tax Liability insurance where a transaction also involves a known tax exposure.

Covered risks include:

  • Good title and the seller's capacity to sell
  • Accuracy of the financial statements
  • Compliance with relevant laws and regulations
  • Absence of litigation or tax liabilities
  • Validity of commercial contracts and intellectual property
Representations and Warranties

Who we work with

We work with brokers and advisors to arrange tailored RWI coverage for clients involved in small- to middle-market domestic and cross-border M&A, including:

  • Private equity funds
  • Institutional investors
  • Financial institutions
  • Advisors
  • Corporations
  • Alternative investment managers

Whatever the transaction, our team is ready to build a tailored RWI solution for your client.
 

Target classes

We specialize in RWI coverage for small- to middle-market transactions across North America, including cross-border deals. Every transaction is considered on its own merits. Speak to our team to discuss your client’s deal. Our risk appetite includes:

  • SaaS, technology and AI

  • Manufacturing

  • Distributors

  • Financial services and insurance

  • Construction, installation, maintenance and HVAC

  • Professional services

  • Food and beverage

  • Consumer products and services

  • Midstream and downstream oil and gas

  • Government contractors

Underwriting requirements

Move from initial terms to full underwriting through a clear two-stage process.

Stage 1: Indicative terms

To prepare indicative terms, we’ll need the basic deal parameters, including the industry, jurisdiction, transaction structure and enterprise value. We’ll also ask for:

  • Draft purchase agreement or latest term sheet, if available
  • Confidential information memorandum or other deal materials, if available
  • Financial statements, if available

Stage 2: Full underwriting

To begin full underwriting, we’ll need:

  • Virtual data room access
  • Third-party and internal due diligence reports
  • Disclosure schedules
  • Responses to our underwriting questions

     

Claims

DUAL Transactional Risk aims to provide a best-in-class claims function. Our approach on every notification we receive is built around three principles: 

  1. Prompt engagement
  2. Clear analysis
  3. Fair outcomes


For more information, including claims team contact details, please visit our global Transactional Risk claims page. 

$400+ million

paid in claims since 2022

7 specialist

claims professionals

Document downloads

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Transactional risk

Our global Transactional Risk team

Visit our meet the team page to view the full Transactional Risk team for each product and region, including direct contact details for inquiries and support.

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