PRACTICE NOTES
Insured M&A transactions—a tax lawyer's guide
This Practice Note considers the practical matters a tax lawyer should assess when advising on a share sale M&A deal where one party plans to obtain either warranty and indemnity (W&I) insurance or tax risk insurance. W&I cover can be put in place by the buyer or the seller to address losses arising from:
breaches of the seller’s warranties, and
claims under the indemnities in the acquisition agreement (or warranty deed) and/or the tax covenant (if included).
Tax risk insurance is intended to protect the insured against a particular tax exposure connected with the transaction. In broad terms, W&I insurance responds to unknown risks, while tax risk insurance covers a known contingent tax liability.
For an outline of the risks each product will cover, and the procedure for arranging a policy to address those risks, see the
Tax