A global, full-service team delivering end to end transactional risk insurance solutions, including Warranty and Indemnity (W&I) / Representations and Warranties Insurance (RWI), tax and contingent risk insurance, and claims management 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 certainty in increasingly competitive and fast moving markets. Our international Eversheds Sutherland TRI practice brings together a dedicated team across corporate, tax, insurance, disputes and claims, providing fully integrated support across the entire lifecycle of transactional risk insurance.
With a team spanning multiple jurisdictions, we deliver seamless cross border advice from early deal structuring and policy placement, through underwriting and negotiation, to post completion claims strategy and resolution. We advise clients not only on how to place insurance effectively, but also on how policies perform in practice when issues arise.
Our practice is led by four highly experienced professionals who have collectively advised on thousands of TRI policies worldwide, including a significant number of notified and resolved claims. As longstanding leaders in the TRI market, we are frequently involved in shaping new and innovative insurance solutions and advising on complex claims scenarios, helping clients unlock transactions and achieve commercial outcomes that might otherwise be unattainable.
TRI capabilities in the US
We advise you on insurance solutions for high value and complex domestic and cross border transactions, working closely with leading US and international insurers to support your objectives.
In the US, you may encounter transactional risks across federal, state, and local tax regimes. These often include historic income tax exposures, transfer pricing arrangements, sales and use tax liabilities, and the utilization of tax attributes such as losses and research and development credits. Partnership and pass through entity structures also frequently require tailored insurance solutions.
We support you throughout the transaction lifecycle, from signing through closing. This includes policy negotiation, underwriting coordination, and aligning transaction documentation with insurer requirements, helping you achieve a smoother and more certain path to completion.
Core Transactional Risk Insurance Products
The Transactional Risk Insurance team offers a suite of solutions designed to transfer or mitigate deal-related risks in corporate transactions. Whether you're closing an M&A deal, navigating a fund restructuring, managing a group reorganization, or handling post-completion exposures, you get end-to-end support that combines transaction execution with deep experience across claims, insurer disputes and recoveries.
Warranty & Indemnity (W&I) insurance (outside the US) and Representation & Warranty Insurance (RWI) (in the US and increasingly worldwide) cover unknown breaches of representations, warranties, and indemnities in your transaction documents.
As a seller, W&I/RWI gives you a clean exit by reducing or removing escrow, holdbacks, and ongoing exposure. As a buyer, it provides you with a strong recovery source and often offers broader protection, higher limits, and longer limitation periods.
We support you beyond placement. We advise you, whether you are a buyer, seller, or fund, on:
- Claim strategy and notifications
- Engagement with insurers and coverage defense
- Coordination with disputes teams and forensic experts
- Negotiated and litigated outcomes
We apply our claims experience to structure policies, negotiate exclusions, and draft transaction documents so your cover responds when it matters.
In continuation fund, secondaries, and end of fund life scenarios, you increasingly rely on insurance not only to facilitate closing but also to manage residual risk over time.
We help you:
- Structure cover that reflects realistic claims scenarios
- Align disclosure and underwriting with your anticipated exit risks
- Navigate claims processes long after deal completion, including during fund wind-down
Tax Risk Insurance protects you against a specific, identified tax risk or uncertain tax position. Unlike W&I or RWI insurance, which generally covers unknown breaches, it is available where you have identified a particular tax issue and can clearly define it.
You can use this insurance across corporate transactions, internal reorganizations, and cross border structuring where the correct tax treatment of a structure, historic position, or proposed step remains uncertain. It allows you to achieve transactional certainty without relying solely on seller indemnities, escrows, or price adjustments. You can also use it outside M&A, for example to support balance sheet provisioning, enable fund wind ups, or underpin significant restructuring exercises.
Tax risk insurance transfers the economic risk of an adverse challenge by a tax authority from you to an insurer. If the insured position is successfully challenged, the policy typically covers the resulting tax liability, together with associated interest, penalties, and professional fees incurred in responding to and defending the challenge. Policies often include a gross up, ensuring that any tax on the insurance proceeds is also covered.
We help you design policies that reflect your specific risk profile. Insurers will typically expect you to present a well developed analysis of the tax position, including a clear fact pattern and a robust calculation of the potential exposure. We work with you to prepare and present that analysis so you can secure effective, responsive cover.
Contingent risk insurance helps you address specific, high impact issues such as litigation, contractual interpretation questions, or regulatory concerns that might otherwise hinder your deal. These tailored solutions enable you to move forward where a single material risk could otherwise prevent completion.
TRI across the globe
Browse detailed overview of our TRI work and capabilities in specific countries
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