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Transaction Liability Insurance

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What is Transaction Liability Insurance?

Transaction Liability Insurance is a tool used to safeguard buyers and sellers involved in mergers, acquisitions or any other business transaction. It is the ‘Warranties and Indemnities insurance policy’ for the SME market.

In a transaction, the seller will typically be required to provide warranties to the buyer. The warranties are a guarantee that promises and information provided is complete and accurate, and if not, a remedy is available.

If there has been an innocent breach of a warranty, ie: incorrect information provided for example, and the buyer seeks restitution for losses they have suffered, this insurance policy will cover the defence costs and any compensation. The buyer is paid directly.

Transaction Liability Insurance is designed to mitigate risks associated with these transactions by offering financial protection in the event of unforeseen liabilities. These can include breaches of representations and warranties, tax liabilities, and litigation.

What does Transaction Liability Insurance cover?

Covered

Representations and Warranties Insurance (R&W Insurance)

Breach of Representations and Warranties: Covers losses arising from inaccuracies or breaches of the seller's representations and warranties in the purchase agreement.

Defence Costs: Covers legal costs associated with defending against claims of breach of representations and warranties.

Damages: Compensates the insured for financial losses resulting from a breach.

Tax Liability Insurance

Known and Unknown Tax Liabilities: Covers specific tax risks identified during due diligence or unknown tax risks that may arise post-transaction.

Defence Costs: Covers costs associated with defending against tax authority claims.

Contingent Liability Insurance

Specific Contingent Risks: Covers specific known risks identified during due diligence, such as pending litigation or environmental liabilities.

Title Insurance

Defects in Title: Covers losses arising from defects in the title to property or other assets being transferred in the transaction.

Gap Insurance

Gap in Indemnification: Covers losses during the period between signing and closing of the transaction.

Not Covered

Known Issues or Risks

Pre-Identified Issues: Any issues or risks that were identified during the due diligence process and not specifically covered by a tailored policy.

Fraud or Intentional Misrepresentation: Claims arising from fraudulent activities or intentional misrepresentation by the insured.

Certain Exclusions

Fines and Penalties: Regulatory fines and penalties are often excluded.

Forward-Looking Statements: Claims arising from projections, forecasts, or forward-looking statements made by the seller.

Environmental Liabilities: Specific environmental liabilities unless separately insured.

Post-Closing Adjustments

Purchase Price Adjustments: Adjustments to the purchase price post-closing that are agreed upon in the transaction documents.

Working Capital Adjustments: Changes in working capital or other similar adjustments as specified in the agreement.

Change in Legislation

Regulatory Changes: Any changes in law or regulations after the policy inception that impact the transaction.

Operational Liabilities

Day-to-Day Operational Risks: Ongoing operational risks and liabilities of the acquired business are typically not covered unless they directly relate to a breach of representation and warranty.

What is Transaction Liability Insurance?

Transaction Liability Insurance is recommended for any buyers and sellers in private merger and acquisition transactions. In most cases, it is purchased by the buyer.

(03) 9967 1400
enquiries@plibrokers.com.au

Transaction Liability Insurance

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Why PLI?

We have you covered.

01

Tailored Insurance Solutions

Our team at PLI Brokers crafts bespoke insurance solutions tailored to your specific needs.

02

Expert Risk Analysis and Management

PLI Brokers provides expert risk analysis and management services to safeguard your business against potential threats.

03

Unparalleled Customer Service

Our dedicated team is committed to providing prompt, professional, and personalised assistance at every step of your insurance journey.

Frequently Asked Questions

What is Transaction Liability insurance (TLI)?

TLI covers the risk of claims arising from breaches of warranties or representations made during a transaction.

Who should consider Warranties insurance?

Buyers, sellers, and investors involved in transactions such as mergers or acquisitions can benefit from Warranties insurance.

What does TLI insurance cover?

It covers financial losses from breaches of warranties, including legal fees and settlement costs.

How does TLI insurance protect buyers?

It protects buyers from financial losses due to inaccuracies or omissions in the seller’s warranties.

How does TLI insurance protect sellers?

It shields sellers from post-transaction claims, reducing their financial risk and potential disputes.

Is TLI insurance necessary for all transactions?

While not mandatory, it is useful for transactions involving significant financial exposure or complex agreements.

What is the difference between Warranties insurance and Transactional Liability insurance?

Warranties insurance specifically covers high net value transactions, while Transactional Liability insurance may coverage for SME businesses starting from $250,000 upto $30M of enterprise value.

Is TLI insurance payable yearly?

No, it’s a one off premium payable and the policy coverage is available for 7 years.

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