How to Track an Eligible Claim Threshold After Signing

How to track an eligible claim threshold is a per-claim de minimis ledger from signing through indemnity notices, not another aggregate basket tab. For each signed deal, log whether an eligible claim threshold (mini-basket) exists, the dollar or percent of transaction value, whether below-threshold claims are ignored entirely or only for basket-counting, how they interact with the cap and the basket type, any RWI retention note, and status of claims that sit under or over the line. Raziel's indemnity basket tracking page is the aggregate deductible or tipping basket. This page is the per-claim floor: a claim below the threshold does not count.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the eligible-claim threshold sentence. Do not invent a 21 percent default onto a silent deal.

What this eligible-claim-threshold ledger is (and is not)

An eligible claim threshold (sometimes called a mini-basket or de minimis) says a single claim below a named amount does not count toward indemnity, or does not count toward the basket until it clears the floor. Stephen Bainbridge, citing the ABA Business Law Section's 2025 Private Target M&A Deal Points Study at page 99, reports that in 2024-25, 21% of indemnification clauses in private company acquisition agreements included eligible claim thresholds. The Study-period low was 18% in 2006; highs were 39% in 2018-19 and 38% in 2014 and 2020-21. The Study sample is 139 publicly available agreements from 2024 or Q1 2025. Those are study snapshots. Your indemnification article controls.

This ledger is not the aggregate basket, not the indemnity cap, and not the escrow remaining balance. Basket is the running aggregate. Cap is the ceiling. This row is whether a small claim ever enters those math rows at all.

Seven columns on one eligible-claim-threshold row

Open one row per signed deal (child rows if different indemnity stacks use different floors). Attach the indemnification article and any RWI binder schedule that restates a retention.

• Threshold present. Yes, no, or silent. Bainbridge / ABA p.99: 21% of 2024-25 indemnification clauses included eligible claim thresholds (Study low 18% in 2006; highs 39% and 38%). Copy presence. Do not paste 21% onto a silent deal.

• Dollar or percent of TV. Copy the amount or the percent of transaction value from the PDF. Do not invent a market median when the paper is silent.

• Below-threshold treatment. Ignored entirely, or ignored only for basket-counting (but still noticed). Copy the sentence. A claim that never counts is a different book than a claim that waits for the basket.

• Cap interaction. Whether below-threshold claims still count toward the cap if they later exceed the floor, or whether they are forever out. Copy that rule. Keep the cap dollar on the indemnity-cap row.

• Basket-type interaction. Deductible, tipping, or partial. Keep basket type and aggregate threshold on the basket row. This cell only notes how the mini-basket feeds that aggregate.

• RWI / retention note. If the paper or binder has a retention that functions like a per-claim or aggregate floor, copy it as a pointer. Do not invent a 21% default for RWI deals. Do not collapse this into the basket or cap row.

• Status. Copied, claim noticed below threshold, claim counted, disputed, or closed. When a below-threshold claim is later topped up by related facts, book the date it crossed.

Copy the clause, not the study percentage

Do not paste 21% onto a deal with no eligible claim threshold. Do not paste 39% from 2018-19 onto a 2025 paper. Do not fold this row into the indemnity-basket row or the indemnity-cap row. The basket is the aggregate. The cap is the ceiling. The eligible claim threshold is the per-claim door. Keep them separate so a notice for a small warranty claim maps to the right cell before anyone argues about basket math.

When a claim notice arrives, log the claimed amount against the threshold and whether related claims may aggregate to clear the floor. That trail is what escrow and insurer counsel will ask for first.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent a threshold, ignore a silent indemnification article, or treat the basket tab as if it answered the per-claim question. Raziel's alternative asset dashboard is where the threshold, the claim notice, and any cash should sit together. Raziel does not decide your de minimis fight. Copy the seven columns.