Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Advising definition

What does Advising mean? Advising, in financial services practice, means giving a client (or their agent) a recommendation on the merits of buying, selling, subscribing for, underwriting or exercising rights in a specific investment. In the UK (England & Wales, Scotland and Northern Ireland), this is the regulated activity of advising on investments under article 53 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. It captures advice given to a person as an investor or potential investor, or as agent for one, about a particular investment. Firms must be authorised or exempt, and the activity engages...

UK M&A share sales: tax lawyer’s guide to W&I and tax risk insurance, exclusions, disclosure, claims conduct, and negotiating policies, SPAs and tax covenants

Published by a LexisNexis Tax expert

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 following Practice Notes:

Warranty and indemnity (W&I) insurance in M&A transactions, and
Insuring tax risk in transactional and non-transactional scenarios

Insurance will not capture every risk that would traditionally be dealt with by the warranties and indemnities given by a...

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Natasha Kaye

Akin Gump Strauss Hauer & Feld

Natasha Kaye is a tax partner in the London office of Akin. Natasha Kaye has a broad corporate tax advisory and transactional practice, with a particular focus on private equity (advising both institutions and management teams) and working extensively with clients in the technology and the life sciences sectors, with businesses at all stages of growth. More generally, she advises on a range of transactions, including cross-border and domestic M&A, equity capital markets transactions, reorganizations, joint ventures, restructurings, financing transactions and international tax planning. Natasha is a member of the Stamp Taxes Practitioners Group....

Web page updated on 22/05/2026

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