When I entered the RWI market in 2017, brokerage was a drafting craft. We rewrote policy forms, clause by clause, for the specific deal and the specific counsel on the other side — and the retail fee a buyer paid was largely a fee for that drafting work. The work is not the same anymore. Carriers have matured, forms have converged, and a typical cookie-cutter LBO placement today is closer to market execution than to bespoke policy drafting. This paper is a frank account of what has changed, written for buyers who are trying to decide, honestly, whether the retail markup they are being asked to pay is still buying what it used to.
If you are a PE deal associate, in-house counsel, or an operating partner, I suspect the reason you opened this is that you have a live deal or a pending renewal, and something in the broker fee you were quoted did not sit right. Maybe it was the size of it. Maybe it was that nobody could explain what it bought, other than the name on the cover page. Whatever it was, you kept clicking. I appreciate your time — it is the most expensive thing in the deal.
I am going to make a specific argument in this paper: that for a particular kind of deal — the cookie-cutter LBO that most of the private-equity industry runs on — the traditional retail broker fee is increasingly hard to justify on the economics of the actual work. I want to make that argument carefully, without bashing any broker or any firm, because I was one of them, the work used to be different, and a great deal of the money that retail brokers earned in 2017 was genuinely earned.
One sentence captures what I believe about all of this: on the deals where brokerage still matters, it is the pilot, not the plane. Firm name, logo, and headcount are the plane. The person reading your policy at 9pm the night before binding is the pilot. The rest of this paper is about how to tell, on your deal, which one you are actually paying for.
I am going to try to give you the tools to decide for yourself. At the end of the paper there is a seven-question self-test you can run on your next placement with no help from anyone, including me. If the answers tell you that your current broker is still the right one, keep using them. That is a real outcome, and this paper will have done something useful if it helps you see that clearly.
— Scott Wolf
In 2017, RWI was in its late-adolescent phase. Forms were still being actively contested. A handful of carriers wrote the market. Counsel on the buy-side and the sell-side treated the policy as a live document to be negotiated — similar to how they treated the indemnity section of the SPA itself. A broker who could actually read the policy, understand what each exclusion was doing, and rewrite clauses to land where the lawyers needed them to land was adding real value. You could tell the difference between a broker who had read the form and one who had not, and the ones who had read the form were worth what they charged.
It is worth remembering how young the product was. In 2017 we genuinely did not know whether carriers would pay claims at scale. The jurisprudence was thin. The claim handlers were new. Every serious counsel on a deal asked, in one form or another, will this policy actually respond when I need it to — and a broker's credibility was measured, in large part, by their ability to answer that question honestly. It was closer to the wild west than to the settled market it is now.
I am writing this paper from that experience. In my RWI years at a top-10 global brokerage, I spent many hours, on many deals, doing comprehensive markups of policy forms for Am Law 50 counsel — rewriting definitions of "knowledge," negotiating bespoke exclusions for specific diligence findings, pushing carriers to accept language they had not accepted before. We used to fight over every sentence. I have marked up and re-marked up RWI forms enough times that I can discuss any operative sentence in the policy without having the document in front of me. That work was craft. Clients who paid a retail fee in 2017 were paying, in meaningful part, for that drafting work. I believe, without hedging, that it was earned.
The work today, on a typical mid-market LBO, is not that. Three things have happened — and one more thing worth naming about who is also in the room on your deal now.
None of this is a criticism of the carriers or of the brokerage industry. It is just a maturing market. RWI followed the same trajectory that every specialty insurance product has followed once it crosses into mainstream use: bespoke, then semi-bespoke, then standardized, with the bespoke work concentrating into a smaller share of the most complex deals. That is a sign of a healthy market. It is also a sign that the fee structure built for 2017 deserves a fresh look in 2025.
One related shift worth naming. Most major law firms now have dedicated RWI specialists on their transactional benches — partners and counsel whose job is to negotiate the policy alongside the SPA. That is a meaningful, positive development; the policies clients bind today are better for it. But it also means a buyer paying a retail broker fee in 2025 is often paying a sophisticated legal specialist and a broker of similar seniority to do overlapping work on the same document. Somewhere in that picture, a reasonable person should pause and ask what each dollar is buying. That is the honest question this paper is trying to put in front of you.
It matters that the forces that commoditized RWI are structural rather than cyclical, because cyclical forces reverse and structural forces do not. A buyer making a decision about broker selection in 2025 is not waiting out a soft market that will harden in two years. The following three shifts are permanent.
In 2017, a carrier writing an LBO RWI policy was often underwriting the industry for the first time, or the second time, or the fifth time. That lack of comps meant the underwriter genuinely needed the broker to explain the deal, to translate the SPA, to walk through the diligence, and to negotiate each term. Today, the leading RWI carriers have written thousands of deals in every major PE-active industry — software, healthcare services, industrial distribution, business services, consumer — and they know what normal looks like. A good broker still adds value in that conversation. But the conversation is structurally shorter, and the outcomes are structurally more predictable.
Through roughly 2019, broker-carrier negotiation was producing meaningful variation in the policy forms that actually bound. By 2022, the market had quietly converged on a shared vocabulary: sandbagging posture, full scrape of materiality and knowledge qualifiers, retention drop-down at 12 months for non-fundamental reps, standard drafting of the loss-mitigation provisions. Form negotiation still matters — it is always the last place a claim gets paid or denied, and a serious broker reads every clause every time. But the volume of drafting work per deal has collapsed by something like an order of magnitude compared to 2017.
The thing that is genuinely harder to find in 2025 than in 2017 is not a broker who can mark up a form. It is a broker who has seen enough deals in a given sponsor's strategy to know, before the call, which carrier will give the best terms, which underwriter will accept which exclusion, which industry-specific issue will surface in diligence, and which synthetic-rep ask is worth the premium load. That work is real and it is valuable. But it does not scale with headcount the way a drafting shop did. It is a product of placements done, by the same person, with the same counterparties, over a long stretch of time.
These three forces, together, have reshaped what a client is actually buying when they hire an RWI broker. For a small share of deals — the genuinely bespoke ones — the work of 2017 is still the work of 2025, and a broker who can do it well is worth every dollar. For the much larger share of deals — the cookie-cutter LBO — the work has changed, and the fee structure has not caught up.
I want to be specific about this, because a paper that criticizes retail pricing without naming the cases where retail brokers genuinely earn their fee is not a fair paper. There are real categories of deal where the drafting work of 2017 is still the work of 2025 — and where paying a senior drafting broker a retail fee is the right call. The following list is not exhaustive, but it covers the main ones.
When the policy is covering property condition, environmental, rent roll, zoning, and tax representations the seller declined to give, the broker is drafting the representations themselves — and negotiating with the carrier over what diligence will support each one. This is genuine policy architecture. It deserves a senior broker's attention, and a senior broker's fee.
A first-time buyer needs more carrier education, more SPA-to-policy mapping, more walk-throughs of how the product actually works. A broker who can do that patiently — and who can prevent the buyer from discovering, at the claim, that a term they did not understand now governs their recovery — is worth the engagement fee.
Cross-border placements — especially involving foreign acquirers or targets with regulated subsidiaries — still require serious drafting. The same is true for deals stacking RWI with tax insurance, litigation buyouts, or contingent risk coverage. These are not cookie-cutter placements, and they should not be priced as if they were.
Latin American acquirers and targets, cross-border CRE portfolios, emerging-market secondaries, digital-asset infrastructure, advanced energy storage, data-center deals with atypical lease overlays — carriers are still learning these. The broker's translation work is still genuinely hard, and for those placements the drafting-era fee structure is entirely defensible. Innovation in RWI is alive; it just lives in a different part of the market than it did in 2017.
If your deal is in one of the categories above, the argument in this paper does not apply to you, and you should feel no pressure to change the broker arrangement that is working. If your deal is not in one of those categories — if it is, to use the technical phrase above, cookie-cutter — the argument does apply, and the next section gives you a way to test it against your own facts.
This test is designed to be something you can answer yourself, from information that should already be visible to the deal team, without consulting your current broker and without consulting me. If four or more of the following seven are true, the cookie-cutter pattern applies to your deal and the retail markup is increasingly difficult to justify on the economics of the actual work. If three or fewer are true, the bespoke pattern may still apply, and a drafting-senior retail broker may be the right choice.
Is the target in a mainstream PE-active industry? Software, healthcare services, industrial distribution, business services, specialty manufacturing, food & beverage, consumer — industries where carriers have written hundreds of deals and have established underwriting comps.
Is the target EV between roughly $50M and $750M? Below $50M the market is thinner and placements require more creativity; above $750M the deal is often bespoke enough that retail expertise earns its fee.
Is the SPA based on a standard precedent — your own prior deals, or an ABA template — with no unusual rep packages? If your counsel is working from their own internal template and the rep schedule is not materially negotiated, the drafting work is modest.
Is your diligence clean enough that the policy will not be asked to do creative coverage for an open item? Clean Phase I, clean QoE, no material open litigation, no unresolved regulatory matter — the more the diligence has resolved, the less the policy has to be bespoke.
Is the coverage structure standard? Primary policy at roughly 10% of EV, standard retention drop-down, no synthetic reps, no excess tower that stacks with contingent risk or tax policies. Standard structure = standard placement.
Is the deal single-jurisdiction? Domestic buyer, domestic target, U.S. regulatory exposure only. Cross-border placements remain genuinely complex and are not cookie-cutter.
Are you a repeat PE sponsor with a recognizable investment strategy? First-time institutional acquirers legitimately need more hand-holding; established sponsors with a pattern do not.
Scoring. Count the number of questions you answered yes to. If the total is four or more — and on the majority of mid-market LBOs it will be — the cookie-cutter pattern applies to your deal. If the total is three or fewer, the bespoke pattern may still apply, and the argument in this paper is less load-bearing for your specific situation. Either answer is a real answer. The point of this paper is not to push you in a particular direction; it is to put the question in front of you with the information you need to decide honestly.
First — ask your current broker to break out the retail fee, separately from the premium. On every RWI placement, the carrier pays the broker a 15–17.5% commission embedded in the premium. That commission is earned by every broker who places the policy. The retail fee is the additional amount layered on top. If your broker has not shown you the separation, ask for it in writing. Any good broker will provide it, and the conversation is useful regardless of whether you change anything.
Second — ask your current broker what specifically they will do on this placement that is not template work. Not what their firm does as a general matter. Not what their practice is known for. What, specifically, on this deal, for this target, for this SPA, will they produce that a capable wholesale-access broker would not? If the answer is substantive and specific, the fee is likely earned. If the answer is general — "senior relationships," "institutional weight," "claims advocacy" — those are real but none of them require a retail fee structure in 2025.
Third — get a second indication. The easiest way to test the market is to get a non-binding indicative quote from a wholesale-access broker on the same submission. You are not committing to anything by doing it. You are gathering information. Any broker in the market should be willing to provide an indication at no cost. If the indication comes back with the same carrier, the same premium, and a meaningfully lower total cost to you, you now have a data point. If it does not, you have learned the incumbent's pricing is competitive and you can keep going.
You will notice none of the three steps above requires calling Wolf Transactional Risk. That is intentional. If the test tells you to keep using your current broker, keep using them — and I will mean that sincerely. If the test tells you to get a second look, you are free to ask for it from any wholesale broker in the market. We are one of them. If you would like to have that conversation with us specifically, you can find the number below and we will pick up. But this paper has done its job either way.
One last thing, because it is the sentence I come back to when I think about this work. On the deals where RWI still matters, and on the ones where it has become routine, the difference between a good outcome and a bad one is almost never the firm on the cover page. It is the person reading the policy. In my humble opinion: it is the pilot, not the plane.
— Scott Wolf, Founder & Principal Broker
Send NDA-level parameters — EV, industry, closing timeline, current broker arrangement — and we will come back with a non-binding indication and a specific view on whether our economics would help on your deal. If they would not, we will tell you.
Attribution & source
All engagements, transactions, and statistics cited herein reflect the experience of the founder at prior organizations. Wolf Transactional Risk, LLC is an independent firm with no affiliation with or endorsement by those prior entities. No confidential or proprietary information of any prior employer is used in WolfTRI's marketing or operations. Deal descriptions are anonymized where appropriate. Pricing ranges reflect customary market practice based on the founder's experience and publicly available information; they are general commentary, not statements about any specific competitor's fees. This paper is general market commentary and does not constitute legal, tax, or insurance advice.