Owing to his age and a lack of succession options, the founder of a UK equipment distribution business was looking for a clean exit.

Reasonably extensive vendor due diligence had been prepared in connection with the transaction and the buyer supplemented this with top-up due diligence prepared by the buyer's advisers.  The target's international spread of business meant that local counsel had been engaged with different scopes of work, in a number of jurisdictions.

The buyer required meaningful warranty protection and was uncertain of the recourse available once an individual majority seller received his sale proceeds.

An insurance policy was issued by Icen Risk in favour of the buyer following an expedited underwriting process, involving several tranches of underwriting questions and a call with the buyer and their multiple advisers. Two tiers of de minimis were included under the policy to reflect the different materiality thresholds applied in the financial and legal due diligence exercises and to ensure that the client was not prejudiced by the higher threshold in the former. Icen's policy enabled the selling founder to achieve a clean exit whilst providing the buyer with recourse against a counterparty of excellent covenant strength.