Driving successful M&A outcomes: Five essential tips for corporate risk and insurance managers

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Mergers and acquisitions (M&A) are often fast-paced and complex, presenting unique challenges for corporate risk managers, who are often required to pivot from their usual day-to-day responsibilities to navigate transactional risks swiftly and effectively.

The role of the risk manager has become increasingly critical in ensuring smooth transactions and safeguarding business value, with M&A activity remaining robust across Australia and New Zealand and our team working on a record number of deals in recent years.

The importance of effective risk management during a transaction cannot be understated and, as businesses face heightened scrutiny on insurance and liability matters in M&A, risk managers must be equipped with the right practical tools and strategies to add value and mitigate risks throughout the deal process.

5 practical tips for risk managers during M&A

To add value, protect the organisation and facilitate a successful transaction, risk managers should consider the following five essential and practical strategies:

1. Develop a “house view”

Many corporate acquirers look to create consistency in their approach to buying and selling businesses; this can be crucial to saving time and cost across workstreams and ensure a common understanding among deal teams and investment professionals.

In the risk and insurance space, however, many firms lack a clear “house view” on the treatment of key issues that arise in deals. Establishing a consistent approach to how certain matters are treated can be key in managing interactions with the seller or buyer counterparty and creating a smooth and efficient process. This is of particular importance for companies who engage in multiple acquisitions or divestments. Some key areas of focus for establishing consistency include:

Integration of target insurances
Drafting sale documentation
Granting or resisting access to ongoing programs for divested entities
Treatment of directors and officers liability (D&O) run-off cover

2. Know when to lean on external support

While legal and financial teams typically engage third party advisors, risk or insurance managers often lead the insurance workstream without external support. Although internal knowledge is hugely valuable, M&A transactions can present unexpected challenges where external specialist support can be immensely beneficial – and often at a lower cost than expected.

Scenarios warranting external support can include:

The introduction of third-party debt, where lenders may require third party due diligence,
Cross-border deals with language, regulatory and cultural nuances to navigate,
The use of warranty and indemnity insurance where some insurers will insist on third party due diligence to fully underwrite certain warranties. This can depend on the nature of the warranties themselves.

3. Expand your warranty and indemnity (W&I) insurance knowledge and embed yourself in the process

Whilst the W&I process is often led by lawyers, financial advisors and deal teams, we always recommend that risk and insurance managers seek to broaden their knowledge of the product and embed themselves in any placement. This can help ensure that W&I-related questions on the insurance workstream are answered clearly and align the process to any portfolio or firm-wide approach. Risk managers should also be hands on for any notifications or claims that arise, lending expert oversight to colleagues in other teams. Ultimately, insurance-focused teams are key to the process as their valuable expertise can help improve underwriting and claims outcomes.

4. Get across the transaction documents

Transaction documents determine the treatment of pre-closing liabilities, large outstanding claims and D&O run-off cover, among other things. It’s therefore essential to align findings in the insurance process to drafting of the sale document.

Early engagement with legal teams is advised to avoid late and unexpected changes to transaction documents and we strongly encourage risk managers to:

Pay close attention to run-off requirements, especially in carve-out scenarios where caution is needed regarding the limit required to be insured,
Be clear on the impact of specific requirements that ask for action on your part, such as maintaining insurance coverage until closing.

5. Plan for success

Advice must translate into action. The value of any due diligence—whether internal or external— is demonstrated through the improvements and actions it drives. A clear plan should be established between signing and closing, and for the 100-day period following, to ensure key actions on both the buy- and sell-side are addressed. Starting with a well-defined plan can create efficiencies in initiating a process and managing the project from the outset of the deal.

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Report

Global transactional risk insurance claims report 2025

08/07/2025

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.

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Driving successful M&A outcomes: Five essential tips for risk managers