The insurance schedule goes in the data room. Someone on the other side will read every form.

Typically a schedule of all current policies with limits, retentions, forms, and policy periods; copies of the policies and endorsements; currently valued loss runs; a list of open and threatened claims and notices of circumstance; and the insurance requirements in material contracts. Buyers' counsel will also ask how claims-made coverage will respond after closing and whether any policy contains change-in-control or anti-assignment language.

Most private and public company D&O forms convert to run-off on a change in control: the policy continues to respond to claims for wrongful acts before the transaction, but not after. The parties usually negotiate a multi-year run-off or tail for the target's directors and officers, often prepaid at closing and frequently required by the merger agreement. Side A coverage for individual directors deserves specific attention because it is the protection that survives when the company cannot indemnify.

Side A pays individual directors and officers when the company cannot or will not indemnify them. Side B reimburses the company when it does indemnify them. Side C covers the entity itself, broadly for private companies and typically limited to securities claims for public companies. In a transaction, the questions are how the limits are shared across the three, whether there is dedicated Side A capacity, and how the structure changes at an IPO.

If those lines are written on a claims-made basis, yes, unless the buyer agrees to keep the retroactive date intact under its own program. Claims-made coverage responds to claims made while the policy is in force, so a product sold before closing that injures someone after closing may have no cover without an extended reporting period or continuity of the retro date. Occurrence-form products coverage does not carry this problem for the periods it covered.

No. Representations and warranties insurance covers loss from breaches of the seller's representations in the purchase agreement. It generally excludes matters the deal team knew about, forward-looking covenants, and areas the underwriter specifically carves out, and it does not respond to ordinary operating claims. The target's products, professional, D&O, and property programs still have to be adequate in their own right.

Before the data room opens. Sell-side companies and companies preparing for a financing or IPO benefit from reading their own program as a buyer would, closing the findings, and preparing a clean schedule in advance. Findings discovered by the other side tend to become negotiation points.