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Transactional risk insurance 2023: Year in review

In 2023, transactional risk insurance played a major role in global mergers and acquisitions, despite a downward trend in M&A activity due to macroeconomic and geopolitical challenges. Demand for this coverage remained resilient, highlighting its importance in deal protection across all industry sectors.

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GLOBAL M&A SNAPSHOT

In 2023, transactional risk insurance continued to play a major role across the globe in mergers and acquisitions (M&A). M&A continued on a downward trend in 2023 as macroeconomic and geopolitical headwinds led to depressed activity across the globe (see Figure 1). Despite the challenging environment, demand for transactional risk insurance remained resilient amidst a clear understanding of the important role this coverage plays in an M&A transaction. Insureds continued to seek deal protection with representations and warranties (R&W)* insurance on transactions across all key industry sectors, increasingly supplemented by tax and contingent liability insurance.

*Note: Representations and warranties (R&W) insurance is the term used in the US and Canada; elsewhere the term warranty and indemnity (W&I) insurance is used.  

01 | Global M&A deal value

Marsh placed transactional risk limits over US$

1. Data sourced from IMAA as of announced date for global M&A market. *All values in US$ unless otherwise noted.

GLOBAL TRENDS IN 2023

Marsh’s Transactional risk insurance 2023: year in review provides an overview of the transactional risk insurance market during the year, across all geographic regions, and explores developments that are expected in 2024 and beyond. Key findings of the report include:

  • Marsh experienced its third busiest year on record, globally placing transactional risk insurance limits of US$49 billion on more than 2,000 policies across almost 1,200 unique transactions — representing over US$337 billion in aggregate enterprise value.
  • Fewer M&A transactions across the globe, coupled with abundant insurance capacity, ushered in a “soft market” cycle for primary layer R&W and W&I insurance, with dramatic pricing decreases seen in all regions: North America, down 26%; Europe, Middle East and Africa (EMEA), down 32%; Asia, down 25%; and the Pacific, down 40%. (Note: pricing in North America remains generally higher than other regions).
  • Median transaction sizes decreased in 2023 in North America, down 16% to US$106 million; EMEA, down 22% to US$71.4 million; and Asia, down 51% to US$115.5 million. Only the Pacific saw an increase in median transaction size, though on a much smaller number of deals than other regions.
  • For the first time in at least a decade, Marsh closed a majority of transactions in 2023 on behalf of corporate/strategic insureds (51%) versus private equity firms (49%), reflecting the challenging M&A market conditions for private equity firms during the year.
  • Underwriting capacity remained plentiful globally, with more than US$1 billion of limits typically available for single transactions in North America and Europe. New market entrants also expanded the available capacity in Asia and the Pacific.
  • Transactional risk insurance claims increased materially from the prior year in North America and EMEA, by 30% and 65%, respectively. Asia saw claims activity in line with the prior year, while the Pacific saw a slight decrease in claims activity.
  • Marsh clients significantly increased their use of tax insurance, driven by a better understanding of the product and increased sophistication and broadened appetite among tax insurance underwriters, particularly for non-M&A risks (that is, balance sheet management).

Transactional risk insurance map

Marsh’s Transactional Risk Insurance Map presents a detailed geographic breakdown of pricing and retention data for representations & warranties / warranty & indemnity insurance and tax insurance from across the globe.

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This publication is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. The information contained herein is based on sources we believe reliable, but we make no representation or warranty as to its accuracy. Marsh shall have no obligation to update this publication and shall have no liability to you or any other party arising out of this publication or any matter contained herein. Any statements concerning actuarial, tax, accounting, or legal matters are based solely on our experience as insurance brokers and risk consultants and are not to be relied upon as actuarial, accounting, tax, or legal advice, for which you should consult your own professional advisors. Any modelling, analytics, or projections are subject to inherent uncertainty, and any analysis could be materially affected if any underlying assumptions, conditions, information, or factors are inaccurate or incomplete or should change. LCPA 24/118.

Our people

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Craig Schioppo

Global Head of Transactional Risk

  • United States

Alastair Lowry

Alastair Lowry

Co-Head Transactional Risk

  • United Kingdom

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Craig Warnke

Chief Operating Officer, Transactional Risk, North America

  • United States

Hans Swolin

Hans Swolin

Head of Transactional Risk, Europe

  • Sweden

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Haoren Fu

Head of Transactional Risk, Asia

  • Singapore

Kane Sim

Kane Sim

Chief Client Officer, PEMA, Pacific

  • Australia

Leo Flindall

Leo Flindall

Co-Head Transactional Risk

  • United Kingdom

Martha Barajas

Martha Barajas

Regional Transactional Risk Leader, Specialty

  • Mexico

“Marsh Pty Ltd (ABN 86 004 651 512, AFSL 238983) (“Marsh”) arrange this insurance and is not the insurer. The Discretionary Trust Arrangement is issued by the Trustee, JLT Group Services Pty Ltd (ABN 26 004 485 214, AFSL 417964) (“JGS”). JGS is part of the Marsh group of companies. Any advice in relation to the Discretionary Trust Arrangement is provided by JLT Risk Solutions Pty Ltd (ABN 69 009 098 864, AFSL 226827) which is a related entity of Marsh. The cover provided by the Discretionary Trust Arrangement is subject to the Trustee’s discretion and/or the relevant policy terms, conditions and exclusions. This website contains general information, does not take into account your individual objectives, financial situation or needs and may not suit your personal circumstances. For full details of the terms, conditions and limitations of the covers and before making any decision about whether to acquire a product, refer to the specific policy wordings and/or Product Disclosure Statements available from JLT Risk Solutions on request. Full information can be found in the JLT Risk Solutions Financial Services Guide.”