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📑 '''List of material contracts''' is a disclosure schedule — typically prepared by the seller or target company and housed in the [[Definition:Virtual data room | virtual data room]] — that catalogues the most significant contractual relationships of an insurance business being offered for sale, investment, or restructuring. In insurance transactions, this list takes on heightened importance because an insurer's, [[Definition:Managing general agent (MGA) | MGA's]], or [[Definition:Coverholder | coverholder's]] value is deeply embedded in its contractual ecosystem: [[Definition:Binding authority agreement | binding authority agreements]], [[Definition:Reinsurance | reinsurance treaties]], third-party administrator arrangements, technology platform licenses, and distribution partnerships.

⚙️ Compiling the list requires the target to identify every contract that meets a defined materiality threshold, which is typically negotiated between the parties and set out in the [[Definition:Letter of intent (LOI) | letter of intent]] or the definitive [[Definition:Share purchase agreement | share purchase agreement]]. Common criteria include contracts above a specified annual value, agreements that cannot be terminated without cause on less than a given notice period, arrangements with [[Definition:Change of control provision | change of control]] provisions, and any contracts with the target's largest [[Definition:Insurance carrier | carrier]] partners or [[Definition:Reinsurance | reinsurers]]. For an MGA, the list would prominently feature every [[Definition:Delegated underwriting authority (DUA) | delegated authority agreement]], capacity provider relationship, and claims-handling mandate, since the loss of any one of these could fundamentally alter the business's earnings profile. For a primary [[Definition:Insurance carrier | insurer]], it would extend to [[Definition:Quota share | quota share]] and [[Definition:Excess of loss reinsurance | excess of loss reinsurance]] treaties, [[Definition:Investment management agreement | investment management agreements]], outsourced [[Definition:Claims management | claims administration]] contracts, and key distribution agreements with brokers or [[Definition:Bancassurance | bancassurance]] partners.

💡 Incomplete or inaccurate disclosure on this schedule is one of the most common sources of post-completion disputes in insurance deals. A buyer who discovers after closing that a critical [[Definition:Reinsurance | reinsurance]] treaty was omitted — or that a key carrier relationship contains a termination-on-[[Definition:Change of control provision | change of control]] clause that the seller failed to flag — may seek recourse under the seller's [[Definition:Warranty and indemnity | warranties]], potentially up to the [[Definition:Liability cap | liability cap]]. For this reason, the [[Definition:Legal due diligence | legal due diligence]] team treats the list of material contracts as a starting point, not an endpoint: they cross-reference it against financial records, [[Definition:Bordereaux | bordereaux]] data, and management interviews to verify completeness. Sellers who invest in preparing a thorough, well-organized list tend to build buyer confidence, reduce due diligence cycle times, and minimize the risk that issues surface late enough to threaten deal timing or pricing.

'''Related concepts:'''
{{Div col|colwidth=20em}}
* [[Definition:Legal due diligence]]
* [[Definition:Virtual data room]]
* [[Definition:Binding authority agreement]]
* [[Definition:Change of control provision]]
* [[Definition:Share purchase agreement]]
* [[Definition:Litigation schedule]]
{{Div col end}}

Definition:List of material contracts - Revision history

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