MB AI · Intelligence Brief · Value gap · June 10, 2026

W&I Insurance: The AI Exclusions Skadden Sees Coming

When an insurer declines to cover a representation, it isn't a technical footnote. It's a slice of the risk falling back onto the price — and onto the seller.
David Roux · MB AI Value Intelligence · SKEMA

In a transaction, W&I insurance (warranties & indemnities, or RWI in the United States) exists to transfer to an insurer the risk that the seller's representations turn out to be false. It's the lubricant that lets many deals close. And that lubricant is running thin on one specific point: artificial intelligence.

"RWI insurers are taking a closer look at AI-specific issues, which could lead to policy exclusions for data provenance, model performance or other AI-related representations."
Skadden, Arps · M&A in the AI Era (Jan. 2026)

What an exclusion does to the price

A policy exclusion is a risk the insurer refuses to carry. It doesn't vanish for all that — it stays on the table, and someone has to absorb it: the buyer through a discount, or a heavier escrow. On AI representations — training-data provenance, model performance, regulatory compliance — that's exactly what's taking shape.

In concrete terms: an AI asset whose compliance is neither documented nor attested becomes partially uninsurable. The insurer excludes what it can't assess. And what can't be insured gets priced as a markdown.

The score changes things for the insurer

A W&I underwriter can only cover what it can characterize. A documented D7™ score — AI Act exposure across 7 dimensions, evidence levels PROVEN/INFERRED/ABSENT — gives it the factual basis that turns a vague "AI representation" into an assessable risk. That's the difference between an exclusion and coverage.

For the seller, the stake is direct: arriving with a scored and attested asset means making the representation insurable — and taking away the buyer's argument for a discount on uncovered risk.

Make your AI asset insurable
D7™ score · native W&I insurability mapping · enforceable attestation
AI Act M&A due diligence →
Sources: Skadden, Arps — M&A in the AI Era (Jan. 2026) · Reed Smith — The AI M&A playbook (18-24 month escrows) · Regulation (EU) 2024/1689.
MB AI Value Intelligence · mb-ai.frD7™ · EU AI Act + GDPR · © 2026