
What Representations and Warranties Insurance Requirements Apply in Alaska?
For an Alaska corporation, a sale of all or substantially all assets outside its usual business requires board and shareholder action, including a two-thirds vote and at least 20 days’ written notice; a controlled buyer can trigger a 90% vote, subject to a stock-consideration exception. Alaska separately routes covered entity mergers under AS 10.55, so identify the transaction form and surviving entity before aligning the purchase agreement, indemnity, and policy schedule.
What Is Representations and Warranties Insurance?
Representations and warranties insurance can cover a buyer’s or seller’s loss from inaccurate statements in a stock or asset purchase agreement. For a business sale, check who is insured, who can recover and how known issues are treated. Read the national Representations and warranties guide.
What to Watch for With Representations and Warranties in Alaska
Asset Sale Vote
AS 10.06.568 covers an out-of-course disposition of all or substantially all corporate assets, and AS 10.06.570 generally requires approval by two-thirds of outstanding shares after at least 20 days’ written notice. Ask deal counsel to confirm the seller’s asset-sale authority and have the broker review the same approved transaction description. 1,2
Controlled Buyer Threshold
When the asset buyer controls, or is under common control with, the seller, AS 10.06.570(b) raises approval to 90% of outstanding shares unless the sale is to a corporation for nonredeemable common shares of the buyer or its parent. If your deal uses a related buyer, verify the exact ownership and consideration against the approval record before relying on seller authority representations. 1
Merger Route And Survivor
AS 10.06.595 says the asset-disposition provisions in §§10.06.566 and .568 do not apply to covered mergers under AS 10.55; §10.55.206 vests merging entities’ liabilities in the survivor. Ask the broker to identify every merging entity and the survivor in the quote and policy schedule, then compare those names with the agreement’s liability and indemnity provisions. 1
Providers With Alaska License Records
These providers publish a national listing for Representations and warranties; the license records below name the licensed entities and roles. Some records rely on company-reported information rather than independent regulator verification. A national listing does not confirm the product is available in Alaska. Check the regulator’s license lookup and confirm state availability for your business when requesting a quote.
Corgi
Corgi Insurance Services, Inc.
Corgi’s company producer-license table lists 50 jurisdictions: 49 states and the District of Columbia, including DC license 3003091619. New Mexico does not appear in the table and is not included here; the omission does not establish that Corgi is unlicensed there. The company-reported table has no stated as-of date and does not establish product availability. 13
Corgi lists representations and warranties insurance for M&A buyers and sellers.
Who Regulates Insurance in Alaska?

Alaska Division of Insurance
The Alaska Division of Insurance regulates insurers and insurance licensees, provides company and licensee searches, and investigates insurance complaints within its authority. Its consumer-services section handles disputes involving claims, cancellations, premium refunds, agents, and insurers. 3,4,5
Surplus-Lines Tax and Stamping Office in Alaska
Reported tax rate. 2.7% of gross premium less returns plus 1% filing fee; wet marine: 0.75%, no fee 7,6,8,9
For covered property and casualty surplus-lines risks, Alaska lists a 2.7% tax and a separate 1% filing fee on gross premium less returned premium. Qualifying wet-marine and transportation policies instead carry a 0.75% tax on gross premium and no filing fee; risks of state or local government and certain interstate aircraft are exempt from both tax and fee. A multistate placement is regulated under the insured’s home-state rules, and Alaska says to evaluate each policy’s home state separately.
- Alaska has a placement-list exception: If a risk appears on Alaska’s surplus-lines placement list, the Division says the broker does not have to canvass admitted insurers for declinations before placement; the broker must document the applicable list entry. 6
- Alaska has limited tax and search exceptions: The Division says qualifying wet-marine and transportation policies need no diligent search and pay no 1% filing fee. Tax and filing fees also do not apply to state or political-subdivision risks or qualifying interstate aircraft, although other placement requirements remain. 10
Questions to Ask Before You Buy Representations and Warranties in Alaska
- Is the target an Alaska corporation, and does counsel classify this as an AS 10.06 asset disposition or an AS 10.55 merger?
- For a controlled-buyer asset sale, which fact supports the 90% vote rule or its stated stock-consideration exception?
- Which target, merging entities, and survivor will the quote name, and how do those names match the purchase agreement?
- Does the proposed R&W policy treat seller indemnity, escrow, and any buyer recovery as offsets, exclusions, or separate obligations?
Representations and Warranties Insurance in Alaska: FAQ
Does an Alaska corporation need shareholder approval to sell substantially all of its assets?
Yes, if the disposition is outside the usual and regular course of business: the board must recommend it and shareholders generally must approve it by two-thirds, with at least 20 days’ written notice. A controlled buyer can face the separate 90% rule and its statutory stock-consideration exception. 1
Who takes on an Alaska corporation’s liabilities in a merger?
The surviving entity does; AS 10.55.206 vests each merging entity’s liabilities in the survivor when the merger takes effect. That statutory result does not establish what a particular R&W policy insures, so check the named entities and policy definitions. 1
Representations and Warranties Insurance Guides for Other States
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Other coverage in AlaskaEvery coverage guide for Alaska, plus the regulator and surplus-lines details.


