Willis has launched Merger Protect, a new insurance product that reimburses buyers, sellers, and advisers for the direct costs of complying with a US antitrust Second Request — the intensive document-and-data review that the Department of Justice or Federal Trade Commission can demand from parties to transactions subject to Hart-Scott-Rodino filing requirements. Announced on April 29, 2026, the product covers eligible deals of $5 million and above and addresses a specific and growing pain point in insurance industry consolidation: the increasingly unpredictable compliance cost of HSR-triggered regulatory scrutiny at a time when deal volumes in the broker and specialty carrier segments remain elevated despite broader market caution.
What Merger Protect Covers — and When a Claim Triggers
Merger Protect’s coverage is activated when a transaction receives a Second Request from the DOJ or FTC under the HSR process — a demand for substantially more documentation, data, and analysis than the initial pre-merger notification. The product covers direct compliance costs: electronic discovery, legal fees for responding to the Second Request, economist and expert witness expenses, and costs associated with document collection and production. Coverage is available to all three deal parties — the acquirer, the seller, and their respective advisers — and applies to any transaction with a deal value of $5 million or more that triggers an HSR filing obligation.
The product was developed in response to a persistent complaint in M&A advisory circles: that the costs of a Second Request are not only substantial but also almost impossible to model accurately in advance. A Second Request can extend deal timelines by six to twelve months and generate compliance costs ranging from several hundred thousand dollars to several million, depending on the complexity of the data room and the scope of the regulator’s information demands. Until Merger Protect, there was no insurance mechanism to cap or transfer that variability — deal teams either absorbed it in deal economics or walked away from transactions where the antitrust cost exposure outweighed the strategic value.
How HSR Filing Burdens Have Escalated Since February 2025
The timing of the Merger Protect launch is directly linked to a regulatory change that took effect in February 2025, when the FTC implemented revised HSR filing requirements that substantially increased the information burden on pre-merger notification. The estimated preparation time for an HSR filing under the new rules is 68 to 121 hours per party — a threefold increase from the 37 hours required under the prior framework. The revised rules require parties to submit considerably more competitive analysis, supply chain information, and strategic documentation upfront, which both lengthens the initial filing process and increases the volume of material that becomes relevant evidence in a subsequent Second Request.
The 2026 HSR size-of-transaction threshold was set at $133.9 million — a 6% increase from $126.4 million in 2025 — meaning more transactions fall within the reportable range each year as the insurance M&A market grows. In 2025, the sector recorded 695 insurance and broker transactions, down 11.7% from 787 in 2024 but still representing a dense deal calendar for antitrust authorities with finite review capacity. Property and casualty broker sell-side transactions accounted for 455 of those deals — 65% of total activity — and it is precisely this segment, characterised by mid-market private-equity-backed consolidators, where Second Request exposure is most concentrated and least well-hedged.
Mid-Market Brokerages Face the Sharpest Antitrust Exposure
Second Request issuance rates across all HSR transactions are relatively low — the FTC and DOJ combined issue them in approximately 1.6% of all reportable deals. But that aggregate figure masks a heavily skewed distribution. For transactions valued above $500 million, the Second Request issuance rate rises to 69.2%, making it a near-certainty rather than a tail risk for large-cap deals. Insurance broker consolidation in the mid-market — where private-equity platforms are assembling regional and specialty distribution businesses that frequently cross the $500 million threshold once multiple acquisitions are combined — sits precisely in this high-scrutiny zone.
The competitive dynamics are also relevant. Major consolidating brokers including Arthur J. Gallagher, Brown & Brown, and smaller PE-backed roll-ups are pursuing acquisitions aggressively in specialty and admitted lines distribution. When multiple large acquirers are simultaneously competing for the same mid-size targets, antitrust scrutiny of individual deals rises as regulators assess cumulative market concentration. Merger Protect is designed for exactly this environment — where the regulatory cost of a deal is not merely a legal line item but a material variable that can determine whether a transaction closes, and at what economics.
A Product Launch That Maps the Shape of 2026 Insurance M&A
Willis’s decision to launch Merger Protect now is itself a market signal. The global insurance brokerage market is projected to grow from $328 billion in 2025 to $359 billion in 2026 at a CAGR of 9.38%, driven in large part by consolidation activity as larger platforms acquire smaller distributors to build scale, data, and specialty capability. Willis — itself a product of the WTW merger — has operational knowledge of what large, HSR-reportable insurance M&A transactions cost when antitrust review goes deep, and the Merger Protect launch reflects a considered view that Second Request exposure will continue to be a significant friction in the market for the foreseeable future.
For analysts building deal models on 2026 insurance M&A activity, Merger Protect effectively validates that antitrust compliance cost is now a line item worth insuring — which implies it has become large enough and variable enough to distort deal economics in a material share of reportable transactions. The product’s $5 million minimum deal size is broad enough to capture a substantial slice of mid-market brokerage consolidation, and its applicability to all three deal parties positions Willis to monetise the antitrust risk exposure of both sides of a transaction simultaneously. Whether Merger Protect creates a new standard for M&A risk management in financial services, or whether competitors follow with comparable products, will be one of the defining insurance innovation questions of the 2026 deal cycle.
