Overcoming Jurisdictional Hurdles to Deliver Seamless RWI Coverage

Castle Harbour enabled a strategic buyer to secure RWI coverage on a Dutch-law-governed acquisition by restructuring the deal to align with U.S. disclosure standards.

…

Castle Harbour was engaged by a strategic buyer pursuing the acquisition of a cutting-edge technology and manufacturing company in The Netherlands. Despite the transaction being governed by Dutch law and structured under a European-style purchase agreement, Castle Harbour successfully secured an RWI policy—an uncommon feat in this context. 

Working in close coordination with the client and both U.S. and Dutch legal counsel, Castle Harbour led a strategic restructuring of the agreement to incorporate a U.S.-style disclosure framework acceptable to the RWI underwriter. This restructuring was essential to unlocking the broader protection offered by RWI, as compared to traditional European W&I policies. 

Leveraging its deep cross-border expertise and drawing on its significant M&A advocacy, Castle Harbour overcame initial skepticism from opposing counsel, who believed RWI was not viable under Dutch law. The result: a seamless insurance solution that enhanced deal certainty and protection for the buyer, on terms it was used to seeing in U.S.-based acquisitions.

Policy type: Buyer-side RWI
Size: $250MM - $500MM
Sector: Industrials

Buyer type: Strategic / Corporate
Buyer jurisdiction: U.S.
Seller jurisdiction: The Netherlands