Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Warranty definition

What does Warranty mean? A warranty is a contractual promise that specified facts are true or that goods or services will meet stated standards. Lawyers use warranties to allocate risk and support due diligence, commonly in sale of goods, supply, real estate and M&A/share purchase agreements. In sale of goods law, “warranty” is defined by statute: Sale of Goods Act 1979 (England & Wales, Scotland and Northern Ireland) and the Sale of Goods Act 1893 as amended by the 1980 Act (Ireland) treat a warranty as a stipulation collateral to the contract’s main purpose. Breach of warranty gives a right to damages but not to...

UK W&I insurance in private M&A: lawyers’ practical guide to placement documents, due diligence and underwriting, policy negotiation, key definitions and exclusions, warranty schedules, inception and conditions

Published by a LexisNexis Insurance & Reinsurance expert

Practice notes

Warranty and Indemnity (W&I) insurance in private M&A Transactions—guide to the key documents

With the marked increase in the uptake of Warranty and Indemnity (W&I) insurance in private M&A deals, solicitors are ever more involved in specifying and negotiating W&I policy terms. Although each policy is shaped to the particular demands of a given transaction, the underlying approach tends to be comparable across matters. Against that backdrop, this Practice Note sets out guidance for legal practitioners on procuring and negotiating W&I insurance (the Placing Process), with emphasis on the paperwork exchanged between W&I brokers and insurers, which must be signed by the insured before the W&I policy incepts.

W&I insurance documents

Confidentiality undertakings and non-reliance letters

The following are standard requirements:

Execution of a confidentiality undertaking or non-disclosure agreement (NDA). The W&I insurance broker (Broker) will usually provide the client (or the client’s advisers) with a draft NDA in a form pre-agreed with the W&I insurers. It is generally more efficient to proceed on the basis of that draft than to seek the...

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Adrian Furlonge

HWF

Adrian is a co-founder and partner of HWF and has extensive experience structuring insurance products for M&A transactions. Prior to this he was both a lawyer and M&A underwriter.Adrian spent 4 years as a lawyer at CMS in their insurance and reinsurance department. He then joined AIG in 2010 as their UK M&A underwriter subsequently taking on responsibility for a team of UK and European underwriters. Adrian and his team of underwriters wrote over 300 policies during his leadership including acting as lead underwriter on more insurance programmes than any other insurer.Adrian was instrumental in the growth of M&A insurance products in the UK and Europe. His sector expertise is highly regarded by lawyers, clients and peers....

Web page updated on 22/05/2026

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