Jurisdiction(s):
United Kingdom

Key definition

risk definition

What does risk mean? In legal practice, risk describes the possibility that a reasonably foreseeable circumstance or event could adversely affect legal rights, regulatory compliance, business operations, or the security of systems and data. The term is widely used across legal contexts, with certain regimes articulating it expressly. Cybersecurity: In the EU NIS2 framework (as transposed in Ireland), risk means any reasonably identifiable circumstance or event having a potentially adverse effect on the security of network and information systems. In the UK, the Network and Information Systems Regulations 2018 adopt a comparable risk‑based approach to security and incident handling; while “risk” is not defined as...

Allocating Risk in Oil & Gas M&A SPAs under English Law: Warranties, Indemnities, Interim Covenants, Limitations and Other Protections

Published by a LexisNexis Energy expert

Practice notes

Oil & Gas M&A—SPA risk Allocation

Introduction

During the Due diligence phase, any matter that causes concern will be highlighted in the relevant teams’ reports (legal, technical, financial), together with recommendations on the most effective way to address it. Such reports identify the concerns, cite the responsible legal, technical and financial teams, and set out how best to resolve them. For broader guidance on diligence topics in oil and gas deals, see Practice Note: Due diligence and warranties in oil and gas M&A Transactions. Commonly, the key mechanisms used within the sale and purchase agreement (SPA) to tackle identified risks, and to apportion exposure between buyer and seller, include the following:

warranties
indemnities
interim period covenants

The diligence exercise is fundamental to the contemplated acquisition, because its conclusions (legal, financial and/or technical) will shape the precise warranties and indemnities sought, as well as any bespoke purchase price adjustments and interim period covenants that the buyer will press to include in the SPA. There is no universal solution—the mix of warranties, indemnities and interim period covenants, alongside any deal-specific pricing adjustments, will be dictated by the distinct features of the particular transaction. Consequently, this Practice Note offers a general overview of...

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Hussain Kubba

Norton Rose Fulbright

Hussain Kubba is an energy M&A lawyer based in London, advising North Sea and international clients on a variety of transactional, corporate and commercial matters across the oil and gas sector. His experience includes advising oil companies and investors on UK and international upstream transactions including mergers and acquisitions, joint ventures and commercial agreements. Hussain has also been seconded to ExxonMobil (in 2008 and 2017) and the Aberdeen offices of TAQA Bratani (in 2008). Hussain was named as a Rising Star for Energy & Natural Resources in Super Lawyers 2014. Previously, Hussain spent seven years as a professional engineer in Ontario, Canada, and is a native Arabic speaker....

Andrew Davies

Norton Rose Fulbright

Andrew is a corporate energy lawyer with Norton Rose Fulbright LLP in London. Andrew’s practice is focussed on complex domestic and cross-border private M&A, joint ventures, private equity investments and corporate advisory work (restructurings, capital maintenance and general advisory), with a particular focus on the energy sector. In that regard, Andrew advises a broad range of clients on corporate transactions across the energy spectrum, including upstream and downstream oil and gas, onshore and offshore wind, biomass, solar, battery storage, power and broader energy infrastructure. His clients include IECs, private equity funds, start-ups, venture capital funds and corporates. Having trained and qualified with Norton Rose Fulbright LLP, Andrew has undertaken secondments with bp's M&A Legal team in London, ExxonMobil at their EMEA headquarters in Leatherhead and the firm's Paris office....

Web page updated on 21/05/2026

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