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 Netherlands
We advise on insurance solutions for complex domestic and international transactions, reflecting the Netherlands’ role as a key jurisdiction for holding, financing, and cross border structures.
Transactional risks commonly encountered include transfer pricing and substance requirements, withholding tax on interest, dividends, and royalties, participation exemption qualification, VAT grouping and supply chain issues, and the application of anti abuse and hybrid mismatch rules. The team has extensive experience supporting insurance placements on transactions involving multinational groups and cross border acquisitions.
Working closely with deal teams and insurers, the Netherlands team helps ensure that transaction structures, contractual protections, and disclosure processes align with prevailing market practice and underwriting requirements.
Primary TRI Products
Transactional Risk Insurance (TRI) is a suite of insurance solutions designed to transfer or mitigate deal related risks in corporate transactions. While originally centered on mergers and acquisitions, TRI now plays a key role in secondaries transactions, fund restructurings, group reorganisations, and other complex deal scenarios, as well as in addressing standalone risks that have been identified outside of transactions. These solutions help enhance certainty, streamline execution, and support smoother outcomes for all parties.
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