Patriot Law Practice Transaction Liability Program
Protection for Middle Market M&A Transactions
The Patriot Law Practice Transaction Liability Program delivers a modern cost effective alternative to traditional representations & warranties insurance (RWI), specifically designed for lower middle market transactions under 45MM in enterprise value. Built on the TLPE framework and enhanced with Buyer Protect and Seller Protect solutions, the program provides sophisticated deal protection, streamlined underwriting, and meaningful claims paying ability without the complexity and cost historically associated with RWI.
Our approach is simple: deliver certainty, accelerate deal execution, and provide both buyers and sellers with confidence that risks are properly transferred to a highly rated insurer.
1100
Happy Clients
96%
Renewal Rate
19+
States Served
Why Patriot Transaction Liability
A Better Alternative to Traditional RWI
Traditional RWI has long been inaccessible to middle market transactions due to cost, diligence burden, and underwriting complexity. The Patriot program changes that.
Program Advantages:
- Significantly lower cost structure: Premiums and fees are materially lower than traditional RWI, with no underwriting fee in most cases
- Broad deal eligibility: Coverage available for transactions ranging from $1M to $50M in enterprise value
- Streamlined underwriting: Reduced diligence requirements and rapid turnaround times
Validated claims performance: Proven track record of meaningful claims payments
Streamlined Quoting and Binding Process:
Insuring a middle market transaction has never been easier.
Quoting Requirements:
- LOI
- Website of buyer and seller
- Estimated close date
- State of domicile of buyer and seller
Binding Requirements:
- Current financials
- APA Draft
- Closing Binder
- Photo of deal room materials
Seller Protect Case Study:
A regional niche insurance brokerage was acquired in a $10 million transaction, with the seller seeking a clean exit and minimal post closing exposure. As part of the deal structure, a Seller Protect policy was put in place through the Patriot Law Practice Transaction Liability Program, allowing the parties to significantly reduce the escrow requirement and streamline indemnity negotiations. The policy was structured to align with the survival period of the representations, providing long tail protection for both parties.
Approximately 2.5 years after closing, the buyer discovered that certain client accounts had materially overstated recurring commission revenue due to undisclosed policy attrition that pre-dated the transaction. The buyer alleged a breach of the seller’s financial representations and brought a claim for lost value tied to the diminished earnings stream. Rather than pursuing recovery directly from the seller, the claim was submitted under the Seller Protect policy.
Following review and validation of the claim, the insurer accepted coverage and funded the loss, including associated defense costs. The seller avoided direct financial exposure and disruption, achieving the intended clean exit, while the buyer successfully recovered damages from a well capitalized insurance carrier. The outcome highlights the effectiveness of Seller Protect in facilitating deal certainty, reducing post-close friction, and ensuring a reliable source of recovery even years after closing.
Phenomenal and easy experience with Clauss insurance!
I am a Lawyer in Southern New Jersey and they were able to cut my rates by nearly 40%"