Warranty and indemnity insurance (W&I) is an increasingly mature product in several markets, where wordings have evolved and precedent exists to guide interpretation. However, the assumptions that apply to a W&I claim under English law may not apply equally to policies and share purchase agreements (SPAs) governed by the law of another jurisdiction. Such issues could occur at every level, from the SPA (matters of contractual interpretation and implied terms) to the policy (specific issues of local insurance law) and indeed to how disputes are resolved (for instance, as to disclosure in circumstances where insurers will often have much less visibility over the documents than parties to the underlying transaction). It will often make sense to seek local legal advice in conjunction with English law, and not just in response to a claim but at the underwriting and pricing stage.




