Managing the RWI Claim: What Buyers and Sellers Face When the Policy Is Called

Representation and warranty insurance now appears in most middle-market private M&A deals, yet the available guidance focuses on obtaining a policy rather than using one. When a breach surfaces, buyers find themselves in unfamiliar territory, because each policy is custom built around a single deal and the claims process follows dynamics unlike conventional insurance. This presentation covers what matters most when a claim arises: giving timely notice, surviving the insurer's scrutiny of diligence materials for evidence of buyer knowledge at signing, and calculating loss, including when an EBITDA-multiple diminution-in-value theory is available and how the Delaware Court of Chancery's 2025 decision in In re Dura Medic supports multiple-based damages. Attorneys will leave able to spot these issues before a deal closes and to manage a claim once one arises.