Wholesale Insurance
for Property & Casualty Insurance Brokers and  Life & Health Insurance Agents

Cover Agency, Ltd.
Admitted Insurance Company Markets  +  
Excess & Surplus Lines  WHOLESALE
Specialty Insurance

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Contact:  Priscilla Li, Vice President
P & C Broker, Assisting Brokers & Agents
Priscilla Li:     priscillali@coveragency.biz
Office: (718) 591-2400        Direct:  (347) 886-9778

Merger & Acquisition Ins

Welcome to Cover Agency Ltd’s

Merger and Acquisition Insurance Webpage

(This type of insurance is also known as:

Transaction Insurance, or Warranty and Indemnity Insurance.)


The Purpose of Merger and Acquisition Insurance:

The Acquisition (or Merger) of a Corporation (or other entity) involves many types of Business Risks and Financial Issues.

There are the anticipated customary  risks that both parties’ attorneys deal with at closing, negotiating settlement language that usually involves compromised escrow amounts, or promises for future indemnification.

Note that"negotiated settlement language" does not necessarily protect a purchaser against financial losses, when the scope of those losses significantly exceeds the escrow amount, or the promise for indemnification results in years of protracted litigation (before a judgment that can go either way is rendered by the court).

There are also, the unanticipated issues that arise after closing, often with neither party having knowledge in advance; sometimes with only one party having knowledge in advance. 


 A  “Surprise Risk”, that arises After Closing of the purchase transaction, is only one of the Financial Issues that can be resolved with Transaction Insurance (Merger and Acquisition Insurance).

Many Anticipated Financial Issues can be more easily resolved with the use of Transaction Insurance, including escrow amounts, post-closing guarantees, and price adjustments.

Merger and Acquisition Insurance enables the purchaser and the seller, to:

1.  Find mutually agreeable ways to overcome various Disclosed Risks that may cause financial loss after closing, with the Insurance Company’s  policy  providing protection to both parties.

2. Use the Transaction Insurance to “Protect the Purchaser or the Seller” against Unknown or Unanticipated Risks, that can cause serious Financial Loss or worse, after the ownership and control of the company being acquired has been transferred. This may include not only the hidden financial issues, but also a myriad of other business risks that truly neither party considered or anticipated, through the closing of the transaction.


Additional Benefits of Merger and Acquisition Insurance


From the Purchaser’s viewpoint: 

1. To Extend the Post-Closing Seller Indemnification Survival Period, using Transaction Insurance to fund a covered claim. 

2.Establish a Second Layer of Insurance Coverage,, above the post closing indemnification amount, agreed to by the Seller. 

3. Avoid Claims against the target company's Management Team, after the closing. 

4. Protect the Purchaser’s Investors, by meeting the obligations entrusted to the purchaser. 

5. Reduce the Indemnification Requests of the Purchaser to lesser sums of money, making the purchaser’s bid terms more competitive, from the seller’s viewpoint; Insurance is acting as an additional source of indemnification.


From  the Seller’s viewpoint: 

1. Insurance can Reduce the Seller’s  Indemnification Obligations significantly, by providing a second layer of protection to the buyer. 

2. Enable the Seller to Identify the Maximum Contingency Obligation that may exist and need to be paid to the Purchaser; then to Distribute Sale Proceeds to the appropriate companies and people. 


 Business Acquisitions and Mergers Contain Substantial Risk to Both Parties 

 In a Purchase (or Merger) Transaction between two companies, Merger and Acquisition Insurance provides peace of mind to both the Buyer and Seller of the business. 

Transaction Insurance Protection resolves potential disagreements between the parties, before they create irreconcilable differences that may cause an explosion at a closing. 

After closing, Merger and Acquisition Insurance provides Transaction Protection to the purchaser against post closing financial issues, that can rear their head, after the money has changed hands. 

If your transaction has post closing problems, most often they occur because neither party had reason to believe that the problem existed; sometimes post closing problems are caused by mistakes or accidental omissions, sometimes by negligence, sometimes, it is plain neglect by an employee.

We invite your questions and inquiries. Please see the Contact Information Below or use the Contact Us webpage



Cover Agency, Ltd

 Contact Information:

 Link:   Contact Us


 Priscilla Li, Vice President , 

Property & Casualty Licensed Insurance Broker


 Direct Phone:  (347) 886 - 9778

 24/7 Anytime Number: (347) 368 - 7338

 (Call Ms. Li in English, or Chinese - Mandarin)


Direct Legal Merger or Acquisition Insurance Issues to:

 Norman M. Carniol, Esq.

Chief Executive Officer

 Property and Casualty Licensed Insurance Broker


Direct Phone: (347) 551 - 0800

International Inquiries are welcome.(If you are located outside the USA, please add USA country code to the telephone number).

 We are located in New York City, USA and Eastern Time Zone.

Executive Offices:

179-14 Union Turnpike

Flushing, New York, 11366 USA

(718) 591 - 2400

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