Best Representations & Warranties Insurance for Sub-$50m Startup M&A Exits
Published: December 9, 2025
Executive Summary
We analyzed 5 solutions. Top Recommendation: Small-Deal RWI Program for Sub-$50M Tech & SaaS Exits by Woodruff Sawyer scored highest.
Small-Deal RWI Program for Sub-$50M Tech & SaaS Exits
woodruffsawyer.com/insights/rwi-small-dealsBrokered RWI program built around new small-deal products, optimized for transactions under roughly $50M enterprise value, giving startup sellers a cleaner exit with reduced escrow and buyer-side protection against unknown liabilities.
Key Features:
- Specialist RWI team experienced in PE-backed deals, with explicit focus on adapting products and underwriting to smaller transactions.
- Access to multiple carriers and newer small-deal facilities so sub-$50M exits can still obtain meaningful limits without overpaying minimum premiums.
- Ability to structure buyer-side policies that reduce or eliminate escrow, accelerate distributions to investors, and ring-fence post-closing breach risk at the insurer level.
Transaction Liability Private Enterprise (TLPE), Micro & Small M&A R&W Cover
cfc.com/en-gb/knowledge/resources/articles/2022/03/product-faqs-transaction-liability-private-enterpriseSell-side R&W-style policy designed for micro and small M&A deals between about $250k and $20M enterprise value, covering up to 100% of enterprise value and defence costs when a buyer claims a warranty breach.
Key Features:
- Purpose-built for small and micro M&A transactions, typically between $250k and $20M EV, with appetite including technology and professional services.
- Covers up to 100% of enterprise value for indemnity plus defence costs when an inaccuracy in a representation or warranty triggers a buyer claim.
- Sell-side only structure with nil retention in many markets, simplifying placement while transferring risk away from founders’ personal balance sheets.
Startup-Focused Reps & Warranties Insurance Program
foundershield.com/coverage/representations-warranties-insurance/R&W insurance offering built for high-growth, venture-backed companies, pairing RWI with broader transactional risk advisory so founders and investors can structure clean exits and manage litigation risk around sale agreements.
Key Features:
- Specialization in high-growth, venture-backed sectors, aligning RWI placement with late-stage startup risk profiles and VC expectations.
- Integrated transactional risk practice pairing RWI with D&O and other management liability coverage for complete exit protection.
- Digital-first brokerage workflow simplifying data collection, obtaining multi-carrier quotes and aligning RWI terms with market claims trends.
Representations & Warranties Insurance for Lower-Middle-Market M&A
aon.com/en/capabilities/mergers-and-acquisitions/representations-and-warrantiesGlobal RWI practice offering bespoke buyer- and seller-side policies used across middle- and lower-middle-market M&A to backstop seller indemnities, replace escrows and manage unknown-liability risk in private deals.
Key Features:
- Large global placement volume and broad carrier relationships supporting competitive terms and exclusions for sectors including tech and SaaS.
- Ability to bundle RWI with tax, contingent and other transactional risk products for complex startup exits.
- Data-driven insight into claims trends and payout patterns to help founders select appropriate limits and retention levels.
Small Business M&A Reps & Warranties Coverage
thecoylegroup.com/insurance-by-coverage/reps-warranties-insurance/Broker-led R&W and transaction liability placement focused on small and lower-middle-market M&A, highlighting modern small-deal products such as TLPE to minimize escrows and protect both buyers and sellers.
Key Features:
- Focus on small-business and lower-middle-market M&A, positioning RWI as accessible for founder exits rather than only large PE transactions.
- Ability to access TLPE and other small-deal offerings suited for transactions below standard RWI minimums.
- Advisory-led approach aimed at reducing escrows, smoothing negotiations and shortening deal timelines for small sellers.