How to Track Representation and Warranty Insurance

How to track representation and warranty insurance is a policy-and-recourse ledger from binder through the survival window, not a one-line “RWI yes” next to the indemnity cap. For each signed deal, log whether a policy is bound, the insurer and limit, the retention and who pays it, the policy term versus rep survival, exclusions and known issues, whether the policy is sole recourse, and status. Raziel's indemnity cap tracking page is the seller ceiling. This page is the insurance that often sits under (or instead of) that ceiling.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the policy binder, the RWI covenant in the purchase agreement, and the indemnity article. Do not invent a 0.25% cap.

What this RWI ledger is (and is not)

Representation and warranty insurance (RWI) is a policy that, subject to its terms, covers certain losses from breaches of representations and warranties in the acquisition agreement. The ABA Business Law Section’s 2025 Private Target M&A Deal Points Study reviewed 139 publicly available private-target acquisition agreements executed and/or closed in 2024 or Q1 2025 (middle-market purchase prices $25 million to $900 million; a majority below $200 million). K&L Gates, whose partner chairs the study, reports that 63% of those deals referenced RWI (the study’s proxy for whether a deal used RWI), up from 55% in the 2023 study. Wagner Hicks, summarizing the same 2025 Study, notes RWI at 63% versus 29% in the 2016-17 study, and a median indemnity cap of 0.25% of transaction value on RWI deals (typically the policy deductible), versus traditional caps that ranged from 8% to 12% on non-insured deals in the last decade. Goulston & Storrs, also summarizing the 2025 Study, reports that of agreements referencing RWI, 46% treated the policy as the sole source of recovery for representation-and-warranty breaches (28% sole source for non-fundamental representations only). Those are study snapshots. Your binder and purchase agreement control.

Seven columns on one RWI row

Open one row per deal (child rows if a buyer-side and seller-side policy both exist). Attach the binder, the policy once issued, the no-claims declaration, and the RWI covenant.

• Bound or not, and by whom. Binder date, named insured, insurer, and whether the purchase agreement requires the buyer to obtain and maintain the policy. Wagner Hicks notes a rise in buyer covenants not to amend or cancel RWI post-closing. Copy the covenant. Store “no policy” only after a careful read, not because the cap looks large.

• Limit. Policy limit and whether it is a primary tower or excess. Do not treat the indemnity cap as the policy limit. They are different numbers.

• Retention and who pays it. Deductible / retention amount, and whether the seller funds all, part, or none of it (often via a small indemnity cap). Wagner Hicks: median RWI-deal indemnity cap 0.25% of transaction value, typically the deductible. Copy yours.

• Term versus rep survival. Policy period and whether general representations survive closing. K&L Gates: deals providing that representations and warranties do not survive closing rose from 30% in the prior study to 41% in the 2025 Study, a move the authors link to RWI. A no-survival deal with a live policy is a different book than a survival deal with seller backup. Copy both clocks.

• Exclusions and known issues. Scheduled exclusions, new-matter carve-outs, and any disclosure-schedule items the underwriter dropped. A known issue that is excluded is not “covered because we bought RWI.”

• Sole recourse versus seller backup. Goulston: 46% of RWI-referencing deals made the policy the sole source of recovery for R&W breaches; 28% did so only for non-fundamental representations. Copy which basket is sole, which still has seller indemnity, and how fraud is carved out.

• Status. Quote, bound, policy issued, claim noticed, claim paid, expired, or cancelled. When a claim is paid, book the cash date. When the policy lapses, close the row.

Copy the binder, not a 63 percent default

Do not paste 63% onto a deal with no binder. Do not paste a 0.25% cap onto a non-RWI deal. Do not treat “RWI” as if every representation is covered. Keep special indemnities, escrow holdback, and the general cap on their own rows. The policy is one recovery path. The others still exist unless the paper says they do not.

When the ledger holds

The row holds if the seven cells are copied from the binder and the purchase agreement (or marked missing). It fails when you invent a retention, assume sole recourse, or ignore an exclusion. Raziel's alternative asset dashboard is where deal documents and cash events should sit together. Raziel does not underwrite or interpret your policy. Copy the seven columns.