On May 28, 2025, the Fourth Circuit in Towers Watson & Co. v. National Union Fire Insurance Co. affirmed the denial of D&O liability insurance coverage to Towers Watson in connection with its 2015 merger with Willis Group. This marked the Fourth Circuit’s second opinion in the case since 2023, each time issuing significant rulings on the “bump-up” exclusion in D&O policies. Reflecting the principle that D&O policies are not deal warranty insurance, the bump-up exclusion bars coverage for awards or settlements on claims that a company overpaid or received too little in a merger or similar transaction.
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