Navigating a complex transaction means managing risk alongside opportunity. Transactional risk insurance gives you — whether you're a buyer, seller or fund manager — the certainty to move forward with confidence in competitive, fast-moving markets.
You get advice across the full spectrum of transactional risk insurance solutions, from warranty and indemnity to tax risk and contingent risk, for domestic and cross-border deals. Beyond traditional M&A, that support extends to secondaries transactions, fund restructurings, group reorganizations, standalone risk transfer and post-completion exposure management.
You're supported from the earliest stages of a transaction through to policy placement, underwriting, negotiation and post-completion claims. Because the team works across corporate, tax, insurance and disputes, you can understand how a policy is likely to perform in practice, not just how it reads when it's placed. That cross-disciplinary perspective also means you benefit from innovative approaches to emerging and complex risks, with consistent delivery across a wide range of deal types and geographies.
With thousands of transactional risk insurance policies advised on worldwide, including many notified and resolved claims, you benefit from experience that shapes how policies and transaction documents are structured. When issues arise after completion, you have a team with the depth to support you through claims, insurer disputes and recoveries.
TRI capabilities in the Middle East
We advise you on insurance solutions across the UAE and the wider region, supporting both inbound and outbound investments in fast evolving markets.
With the introduction of corporate tax regimes across the region, you may face increasing transactional tax risk. Common areas include corporate tax implementation and transitional rules, VAT treatment of complex regional supply chains, permanent establishment exposure, free zone eligibility, and cross border withholding considerations.
We support you across a wide range of transactions, including energy, infrastructure, and sovereign related deals, and work closely with insurers to structure effective insurance solutions within emerging regulatory frameworks.
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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