Risk Solutions

Transactional Risks

In the high-stakes world of mergers and acquisitions, risk is a dealbreaker. Buyers, sellers, and their advisors are increasingly turning to insurance to allocate risk, secure value, and close with confidence.

Our sister company, HWF Partners, are a specialist transactional risk insurance broker and advisor with significant expertise in structuring bespoke insurance solutions, to offer the best-in-class transactional risk solutions. They are experts in placing transactional risk coverages that remove friction from deals, whether it’s a cross-border acquisition, portfolio divestment, buy-and-build strategy, or complex legal exposure.

Recognised as a market leader, their expert team consists of former M&A lawyers, tax advisors and transactional risk underwriters.

With direct access to specialist M&A underwriters across Lloyd’s and global company markets, the HWF team structure solutions that support deal certainty, reduce escrow demands, and offer clean exits for sellers.

Their expertise spans the full transaction lifecycle, from early-stage structuring through to post-close and, where needed, claims support.

With offices in London, Dubai, Frankfurt, Milan, Munich, Paris, Madrid and Warsaw, HWF leverages their international presence and over 300 years of combined experience in the transactional risk insurance marketplace to provide clients with unparalleled insight and individualised attention on each transaction.

Transactional Risks coverages

We support placement of transactional risk solutions for individual deals or fund-wide programmes. Core coverages include:

  • Warranty & Indemnity (W&I) / Representations & Warranties (RWI)
    Protects against financial loss resulting from breaches of warranties or representations made in an acquisition agreement.
  • Tax Liability Insurance
    Covers identified tax risks where treatment by authorities may be uncertain or open to interpretation.
  • Contingent Risk Insurance
    Tailored cover for known legal exposures that could crystallise post-close, including litigation, regulatory investigations, or title disputes.
  • Title & Real Estate Guarantees
    Covering real estate-related M&A risks including zoning, lease disputes, or missing easements.

We work with insurers to secure optimal terms on policy structures, exclusions, and policy periods, all matched to the commercial dynamics of the deal.

Industries we support with Transactional Risks solutions

We assist brokers across sectors, territories, and transaction sizes where M&A, investment, and fund activity present transaction risk:

Transactional Risks Insurance

Frequently Asked Questions

Not at all. The market has evolved considerably to allow cover for transactions of all sizes, from GBP1 million or lower to multiple billions.

Either the buyer or seller can be insured under W&I / RWI policies, however the majority of policies placed insure the buyer. That being said, it is not uncommon for the seller side to initiate the process to gain visibility on what coverage will be available. In terms of payment of the insurance costs, this is invariably a negotiation between the seller and the buyer as part of the wider transaction.

We would advise allowing 5 business days to source terms following receipt of an information memorandum (or similar) and draft acquisition agreement. Once an insurer is selected, we would advise allowing another 5 business days for the underwriting phase following receipt of due diligence. We can move quicker if needed subject to deal timetables, subject to deal complexity and underwriting access.

Depending on the nature of the transaction, an information memorandum, draft acquisition agreement, target financials, due diligence reports, and Q&A log. We guide the client team through the process to position the deal clearly and favourably to insurers.

Yes - for identified tax or legal risks, contingent liability cover can be structured. This is distinct from W&I / RWI, where known issues are typically excluded.

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