- videocam Live Webinar with Live Q&A
- calendar_month March 25, 2026 @ 1:00 p.m. ET./10:00 a.m. PT
- signal_cellular_alt Intermediate
- card_travel Commercial Law
- schedule 90 minutes
M&A Transactions Insurance: Maximizing Deal Value, Managing Risks, Solving Challenging Negotiation Points
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About the Course
Introduction
This CLE webinar will discuss the latest trends in transactional insurance in M&A deals as a strategic way to manage risks and improve deal and business outcomes for both purchasers and sellers. The panel will explore the different types of transactions insurance available, including representations and warranties insurance (RWI) (buyer and seller side), contingent liability insurance, and tax insurance; the advantages and characteristics of such coverages; common terms, conditions, and exclusions of transactional insurance coverage; the costs of transactional insurance; available limits of liability; and required retentions. The panel will provide practical insights for navigating the underwriting process. The panel will also review the claims process and common claims issues presented, as well as provide practical guidance for policyholders in presenting claims and for insurers in responding to claims.
Description
Every M&A deal has uncertainties that create risk exposure for both buyers and sellers and these risks can ultimately prevent a deal from going through or greatly change the intended outcome. Transactions insurance has become a critical risk allocation tool to shift risk away from the deal parties, to help solve challenging negotiating points, and to facilitate the completion of transactions.
RWI is the most common type of transactional insurance and is designed to cover unknown breaches of representations and warranties about the target business made in an M&A agreement. Other types of transactions insurance provide a range of coverages for contingent liabilities, tax indemnity, environmental conditions, intellectual property, employee issues, potential litigation, and cybersecurity and data privacy issues.
Listen as our authoritative panel reviews how transactional risk insurance can be effectively used in M&A deal negotiations, the benefits and pitfalls associated with the different types of insurance, and factors to take into account when negotiating coverage and exclusions.
Presented By
Ms. Harger is a Managing Director in Aon’s Transaction Solutions team and co-leader of Aon’s Tax Insurance group in North America. Prior to joining Aon in 2016, she worked as a tax consultant in several Big Four accounting firms, most recently in Ernst & Young’s Transaction Tax group. Ms. Harger began her career at PricewaterhouseCoopers, advising financial services clients and focusing on international tax issues in M&A transactions. She has advised on both private equity and strategic corporate deals from the buy-side and sell-side. Ms. Harger has experience in a broad range of federal and international tax advisory and across all stages of the transaction life cycle, including strategic analysis of opportunities, development of financial and tax structures, due diligence and negotiation of sale and purchase agreements, and post transaction implementation. Ms. Harger is admitted to the bar in New York and was recognized as a Power Broker in M&A and Rising Star in 2019, 2020 and 2021 by Risk & Insurance®.
Mr. Seaman is a commercial litigator and trial lawyer with more than 38 years of experience. He is widely regarded as one of the leading attorneys in the United States representing insurers and reinsurers in property and casualty matters. Mr. Seaman is known for employing his deep knowledge of the law and insurance industry, strategic thinking, and honed trial and appellate advocacy to produce creative solutions and outstanding results for clients. Clients regularly turn to Mr. Seaman and his team for counsel and representation in challenging and high-stakes insurance and business matters. He has a long track record of successfully representing companies before trial courts, appellate courts, and arbitration panels across the country in a variety of cases and matters involving general liability coverage (primary, umbrella, and excess), professional liability coverage, directors and officers liability insurance, first-party property coverage, bad faith and extra-contractual matters, fee disputes, and facultative and treaty reinsurance contracts. Mr. Seaman also advises and represents companies on cyber, privacy, data breach, IoT, nanotechnology, gig economy, viruses and pandemics, representations and warranties, transactional insurance, social unrest, ESG, climate change, and other emerging issues, as well as a wide-range of case-specific and portfolio issues. He also has handled a variety of challenging international, professional liability, health/life science, director and officer liability, tort and product liability, and business and commercial cases. Mr. Seaman is co-author of the two volume treatise, Allocation of Losses in Complex Insurance Coverage Claims (13th Ed. 2025).
Ms. Sherburne works with clients to close transformational deals. She focuses on mergers and acquisitions, corporate governance, and securities. Ms. Sherburne also has significant experience with M&A representation and warranty insurance, a product that is being used with greater frequency in the M&A market. Her transaction experience includes: representing strategic public and private clients in acquisition and disposition transactions in industries such as retail, medical devices, software/technology, health care, professional sports, financial services, restaurants, manufacturing and distribution, wholesale, transportation, and recreational vehicles; representing large family-owned businesses in exit transactions; representing private equity firms in transactions involving purchases and sales of portfolio companies; representing management investors in rollover investments; and representing privately held businesses in connection with reorganization transactions, among others.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Wednesday, March 25, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Overview: current trends in transactional insurance
II. Using transactional insurance to address deal risks
III. Types of transactional insurance
IV. Coverage characteristics and considerations for buyers and sellers when obtaining transactional insurance
A. Benefits and limitations of various types of transactions insurance
V. Transaction insurance terms, conditions, coverages, and exclusions
A. Impact of transactions insurance on deal due diligence and due diligence associated with obtaining transactions insurance
B. Interplay with purchase agreement
C. Common claims issues under transactions insurance
D. Reviewing other insurance coverage already in place and avoiding gaps in coverage
VI. Key takeaways
The panel will review these and other key issues:
- What types of transactions insurance policies are available, and how can they be used as a tool in M&A?
- How can transactions insurance be used to shift risk away from deal parties and solve challenging negotiation points?
- What are the benefits and pitfalls associated with the different types of transactions insurance?
- What are the key considerations for deal parties when negotiating coverage and exclusions?
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