Datasite, BlueFlame AI, and Grata sponsored and participated in this year’s M&A SoCal conference with ACG Los Angeles, where M&A and dealmaking experts gathered for a timely discussion on post-close claims. 

Our team attended After the Ink Dries: Lessons from Years of M&A Claims, a panel featuring perspectives from insurance, underwriting, and legal advisory experts. Stephen Davidson (Global Head of Claims, M&A and Transaction Solutions at Aon), Matthew Benedetto (Partner at Paul, Weiss, Rifkind, Wharton & Garrison), Bryce Guingrich (Chief Underwriting Officer and President at Value Americas), and Harrison White (Partner at Latham & Watkins) shared practical insights into the issues that can emerge after a deal closes—and how teams can better prepare before they do. 

The discussion underscored five key takeaways for dealmakers:

• Claims data is making M&A diligence smarter and more targeted.
• Claims data also tells dealmakers where they may be overdoing diligence
• Representations and Warranties Insurance (RWI) is evolving rather than standing still
• Precise disclosures matter enormously when a claim occurs
• Early involvement and transparency can make the process much smoother

Together, these takeaways point to a clear theme: claims experience is not just a post-close concern. It is increasingly shaping how deal teams approach diligence, disclosure, underwriting, and risk allocation before a transaction closes. 

Claims data is making M&A diligence smarter and more targeted 

One of the first points discussed was how diligence has become more robust, detailed, and data informed as claims data has accumulated. Historically, firms often focused on areas where a specific issue had surfaced in the past. Today, insurers, brokers, and deal teams are increasingly analyzing claims patterns to identify the issues that have generated the most significant losses. 

The panelists cited Microsoft software licensing as one example, noting that insufficient licenses generated multiple significant claims. Once the market recognized the pattern, licensing questions quickly became a more prominent part of diligence. The lesson: claims can reveal diligence gaps and help the market make the process more precise, efficient, and targeted. 

Claims data also tells dealmakers where they may be overdoing diligence 

The panelists also emphasized that data could help deal teams do more than uncover new risks. It can also show where certain concerns may have been overstated. 

Environmental representations were one example. Carriers once spent significant time reviewing these areas in detail. While that level of rigor can be valuable, claims experience has shown that, in some cases, relatively straightforward diligence steps can substantially address the underlying risk. 

The takeaway is not simply to do more diligence, but to use evidence to do better diligence. That approach helps teams focus on time and resources where claims experience shows they matter most -- and long before the deal closes. 

RWI is evolving rather than standing still 

The panelists discussed how representations and warranties insurance is continuing to evolve as market conditions change. Rather than relying on any single lever, participants pointed to the need to balance pricing, coverage, and the scope of representations. If the product moves too far in one direction, whether through pricing pressure or restrictive coverage, it becomes less useful to policyholders. 

The discussion also touched on applying insurance solutions to more complex funds and continuation-fund transactions. These transactions are beginning to resemble traditional third-party M&A processes in several important ways, including: 

• Diligence
• Representations and warranties
• Insurance protections

Precise disclosures matter enormously when a claim occurs 

Another major theme was the importance of carefully scoped disclosure schedules, an important factor to how deal teams approach diligence and other key parts of the process. Disclosures are not just a closing exercise; they are often one of the first items reviewed when a potential breach arises. Known issues should be drafted clearly enough that both what was disclosed and whether coverage applies are easy to assess. 

The same principles apply throughout the claims process, where the panel emphasized: 

• Communication
• Cooperation
• Forthrightness

Early involvement and transparency can make the process much smoother 

Finally, the speakers encouraged deal teams to involve insurance advisors earlier in the process, rather than waiting until after diligence is complete and far before a deal closes. 

Early involvement gives advisors an opportunity to flag missing cybersecurity diligence, underwriting issues, or other gaps before they become more difficult to address. When it comes to underwriting calls, the guidance was simple: 

Do not spend valuable time explaining gaps. Address them directly. Focused, substantive answers can make the process more efficient for everyone involved. 

And it makes our deal teams much more proficient in their dealmaking. 

What claims experience means for dealmakers – and how they gain their advantage 

The panel’s message was not simply about what can go wrong after an M&A deal closes. It was about what years of claims experience can teach dealmakers about the front end of the transaction process. 

Claims data will continue to inform diligence, underwriting, and deal preparation. Deal teams must become comfortable with recognizing patterns, analyzing claims data, addressing gaps earlier in their process, and adjusting diligence to be better prepared for risks before and after the close. Datasite Diligence, the most trusted data room built specifically for M&A due diligence, automates manual parts of deal preparation and due diligence.  

Learn to derisk the deal by downloading our Life of a Document infographic and close your deal with certainty.