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Guest Introduction
Will Godwin leads the private equity and M&A practice at Sterling Seacrest Pritchard (SSP), an Atlanta-based insurance brokerage and risk management firm. He works on the property and casualty side of insurance diligence, transactional risk, and post-close insurance programs, primarily representing buy-side financial sponsors, family offices, and strategics.
Summary
In this episode, John Marsh sits down with Will Godwin to explore why insurance is often treated as the last item on a diligence checklist, even though gaps in coverage can trigger a retrade or escrow. Will explains why cyber insurance and management liability, including D&O, are now considered table stakes on virtually every deal.
The conversation covers a real-world example of a seller with over a million dollars of undisclosed audit exposure on a general liability policy, the rise of reps and warranties insurance as an alternative to a traditional 10% escrow, and what a seller's data room should include from an insurance standpoint.
The episode closes with a candid look at why so many business owners underestimate their cyber exposure, and how ransomware and stolen data increasingly end up for sale on the dark web, even for companies that don't think of themselves as "tech" businesses.
You’ll Learn
- Why insurance is usually the last thing sellers think about in diligence, and why that's a mistake.
- What buyers actually look for beyond the policies themselves: risk management, loss control, and claims history.
- A real deal example involving over $1 million in undisclosed audit exposure on a general liability policy.
- Why cyber insurance and management liability (D&O, fiduciary, EPLI) are now standard on nearly every deal.
- The difference between a traditional indemnification escrow and reps and warranties insurance, and why sellers increasingly prefer the latter.
- What should be retained and updated yearly in an insurance data room, including loss runs and equipment schedules.
- Why so many business owners underestimate their cyber exposure, and how stolen data and ransomware end up on the dark web.
- Why keeping your insurance broker informed of a pending sale, rather than keeping it quiet, can actually work in the seller's favor.
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