A global team delivering innovative legal and tax advice for Warranty and Indemnity (W&I), Representations and Warranties Insurance (RWI), tax and contingent risk products, alongside claims support, for complex cross border transactions
Transactional Risk Insurance (TRI) has become a core component of modern M&A and fund related deals, offering buyers, sellers, and fund managers greater certainty in increasingly competitive and fast moving markets. Our international ESI TRI practice unites leading specialists across corporate, tax, insurance, and litigation to deliver comprehensive advice for every stage of the transactional risk insurance lifecycle.
With a team spanning multiple jurisdictions, we provide seamless, cross border legal and tax advisory services, from early deal structuring and policy placement through to negotiation, execution, and post closing support.
Our practice is led by highly experienced professionals who have collectively advised on thousands of policies worldwide. As long standing leaders in the TRI market, they are frequently involved in developing new and innovative insurance solutions, helping clients address emerging risks and unlock transactions that would otherwise stall.
TRI capabilities in the UK
Our UK Transactional Risk Insurance team brings extensive experience advising on the full range of transactional liability insurance products for domestic and cross border transactions.
We commonly see a wide range of tax risks in the UK, including historic corporate income tax positions, group relief and loss utilization, employment related tax liabilities, stamp taxes, VAT recovery and partial exemption issues, and permanent establishment and transfer pricing considerations. The team works closely with clients to identify and evaluate both known and contingent risks, helping clients structure insurance solutions that facilitate deal certainty and execution.
Dokumente
W&I (outside the US) and RWI (within the US, but increasingly used internationally) provide coverage for unknown breaches of representations, warranties and indemnities made in a share purchase agreement. These policies generally provide protection for breaches that come to light after completion, which were not fairly disclosed or known about at signing and/or completion of the transaction.
W&I/RWI insurance plays an important role in transactions. From a seller’s perspective, the insurance facilitates a “clean exit” by substantially reducing or eliminating escrow arrangements, consideration holdbacks and ongoing exposure to warranty/indemnity claims, allowing sale proceeds to be distributed promptly (which is particularly attractive for private equity sellers at fund wind‑up). From a buyer’s perspective, it provides a creditworthy source of recovery, and can allow for broader coverage, higher liability caps or longer limitation periods than the seller would otherwise accept.
Used in continuation fund and secondaries transactions, this insurance protects against unknown or historic liabilities within portfolio companies. It typically provides coverage for warranties and representations relating to the portfolio companies, as well as for the excluded obligations clause.
As funds approach maturity, end of fund life policies help manage residual risks that may delay distributions. These insurance policies can offer more bespoke solutions which support timely fund wind down and help preserve value for investors.
Tax Risk Insurance offers protection against a specific, identified and known tax risk or uncertain tax position. Unlike W&I/RWI insurance, which generally covers unknown breaches, Tax Risk Insurance is available where a particular tax issue has been identified and is capable of being clearly defined.
This insurance is frequently used in corporate transactions, internal reorganizations, and cross border structuring where there is uncertainty as to the correct tax treatment of a structure, historic position or proposed step, and where the parties wish to achieve transactional certainty without relying solely on seller indemnities, escrows or price adjustments. It is also increasingly used outside M&A transactions – for example, to support balance‑sheet provisioning, enable fund wind‑ups or to underpin significant restructuring exercises.
Tax risk insurance operates by transferring the economic risk of an adverse challenge by a tax authority from the taxpayer to an insurer. If the insured tax position is successfully challenged, the policy typically covers the resulting tax liability itself, together with associated interest, penalties and professional fees incurred in responding to and defending the challenge. It is common for policies to include a “gross‑up” clause, which ensures that any tax suffered on receipt of the insurance proceeds is also covered under the policy.
While policies are generally bespoke, insurers will typically expect to see a well‑developed analysis of the tax position, including a clear fact pattern, and a calculation of the potential exposure.
Contingent risk insurance addresses specific, high impact issues such as litigation, contractual interpretation questions or regulatory concerns that might otherwise hinder a deal. These tailored solutions can unlock transactions that face a single material risk.
- Multi disciplinary expertise across corporate, tax, litigation, and insurance
- Team members with direct industry and regulatory experience
- Insight shaped by involvement in thousands of global policies
- End to end support across the full TRI lifecycle
- Innovative solutions for emerging and complex risks
- Consistent cross border delivery across varied deal types
Our team blends technical excellence with commercial insight, helping clients navigate complex transactions with clarity and confidence.
TRI across the globe
Browse detailed overview of our TRI work and capabilities in specific countries