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When a deal is on the line, you need a broker who knows the policy, knows the market, and knows what a bad exclusion looks like before you're bound to it. Simpson | McCrady provides dedicated representations and warranty insurance placement for mid-market deal teams across Pittsburgh, Western PA, and the Mid-Atlantic region, accessible directly, without navigating a 30-tab enterprise portal.

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Why This Requires Expertise

Why Representations & Warranty Insurance Requires a Specialist

Representations and warranty insurance, also called R&W insurance or rep and warranty insurance, is a specialized M&A deal tool that shifts indemnification risk away from the transaction parties. When a seller makes representations about the business being acquired and those representations later prove inaccurate, an RWI policy covers the resulting losses directly, allowing claims to be made against the insurer rather than the seller. In theory, a clean solution. In practice, the difference between a policy that performs at claim time and one that leaves a deal team exposed comes down to how the coverage was structured, which exclusions were negotiated away, and whether the broker understood the specific deal risk from the start.

This is not standard commercial insurance. R&W insurance sits at the intersection of corporate law, due diligence, and insurance underwriting. Policy language around knowledge scrapes, fundamental representations, fraud carve-outs, and retention structures can materially shift a deal's risk allocation in ways that only surface after close. A broker who hasn't placed these policies before won't know what to push back on, and neither will their client until it's too late.

Simpson | McCrady brings dedicated transaction liability expertise to every placement. We engage alongside your deal counsel and financial advisors from term sheet through close, structuring coverage that reflects the actual risk profile of your transaction, not a templated policy pulled off the shelf. We serve deal teams across Pittsburgh, Western PA, and the Mid-Atlantic region, including PE-backed acquisitions, founder exits, and ESOP transactions.

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What We Cover

What Representations & Warranty Insurance Covers

What This Coverage Includes

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Buy-Side Representation & Warranty Policy

The most common RWI structure in today's M&A market. A buy-side R&W policy protects the acquirer directly, allowing claims to be made against the insurer rather than the seller — preserving deal relationships and accelerating recovery. We structure buy-side policies for PE-backed acquisitions, strategic buyers, and ESOP transactions.

Sell-Side R&W Policy

Sell-side representation and warranty coverage protects the seller against indemnification claims brought by the buyer after close. Particularly valuable for founder exits and family-owned business sales where retained indemnification exposure is a deal concern. We evaluate when sell-side structures make sense and how to position them with buyers.

Tax Liability Insurance

Tax liability insurance addresses specific, identified tax risks surfaced during due diligence — uncertain tax positions, historical filing exposures, transfer pricing issues, or transaction structure questions that neither party wants to leave as an open indemnification item. We work with tax counsel to scope and place coverage that resolves the risk cleanly at close.

Contingent Liability Insurance

Contingent liability coverage protects against known litigation, regulatory exposure, or contractual risks that are quantifiable but unresolved at closing. When a deal team needs to ring-fence a specific liability so the transaction can proceed, contingent liability insurance is the mechanism — and structuring it requires both legal and insurance fluency.

Litigation Buy-Out Coverage

For transactions where active litigation presents a material risk to close or post-close value, litigation buy-out policies transfer that exposure to an insurer. We assist deal teams in evaluating whether a litigation buy-out is a viable alternative to escrow holdbacks or indemnification carve-outs, and place coverage with carriers experienced in complex litigation risk.

Environmental Liability (Transaction Context)

Environmental representations in asset-heavy acquisitions — manufacturing facilities, real estate portfolios, industrial properties — carry hidden exposure that standard R&W policies frequently exclude or sublimit. We place transaction-specific environmental liability coverage to address known site conditions, historical operations, and regulatory compliance gaps identified in environmental due diligence.

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Our Approach

An Independent Advocate at Every Stage of the Transaction

Most brokers hand a deal team a policy. We hand a deal team an advisor.

Simpson | McCrady operates as an independent R&W insurance advisor, not aligned to any carrier, not incentivized toward any particular underwriter. That independence matters more in transaction liability placement than in nearly any other coverage category, because the terms you negotiate before bind are the terms you live with at claim time. We access the full market of RWI underwriters, evaluate their appetite and claims track record for deals of your size and structure, and advocate for policy language that reflects the actual risk profile of your transaction, not the underwriter's preferred form.

Our engagement begins when yours does. We come in at the due diligence stage, working alongside M&A counsel and financial advisors to identify representation risk, scope potential coverage gaps, and position the deal for competitive underwriting. We run the underwriting process (managing submissions, facilitating management calls, negotiating exclusions) so your deal team can focus on closing. When coverage is bound, we remain engaged through the full policy period, available to advise on claims and coverage questions as they arise.

For mid-market deal teams across Pittsburgh, Western PA, and the Mid-Atlantic region, Simpson | McCrady's depth of commercial relationships and national carrier access means you get the specialized transaction liability expertise of a dedicated advisory team with the responsiveness of a firm that knows your market. We have worked with PE sponsors, founder-sellers, corporate acquirers, and their counsel. We know what a well-structured R&W policy looks like, and we know what to push back on when it isn't.

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