Transactional Risk Insurance

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.