Transact

Transact is a division of Ryan Transactional Risk that specialises in warranty and indemnity insurance for M&A transactions within Europe and global tax risk insurance.

Transact has offices in Amsterdam, Frankfurt, Warsaw and London. Our skilled team of experts is comprised exclusively of M&A and tax lawyers. We focus on consistently delivering one thing: efficient solutions that get the deal done. It’s our process that’s different. After only two years in business, we became the market leader for our progressive approach. We pride ourselves on being more agile, efficient and specialised than our competitors. One of our top priorities is to form close-knit partnerships with our clients.

Tax Risk Insurance

Taxpayers are always at risk of historic tax exposure even years after filing, often arising because of the ambiguity and complexity of tax regulation. The consequences can be unpredictable and have a significant impact on business.

Whether as part of an M&A transaction or for separate stand-alone transactions or operational frameworks, tax risk insurance helps mitigates the liability of unforeseen tax exposure resulting from former investments or business activities. Its purpose is to provide protection against unforeseen tax liabilities, including interest, penalties and defence costs.

How Can We Help

Worldwide coverage of tax risks to be considered
Coverage limits of up to €33m / £33m / $33m or local currency equivalent
Non-standard tax risks can be considered
Broader annual policies available for certain tax frameworks (i.e. substance, transfer pricing documentation etc)
Existing tax analysis is not a requirement for consideration
Coverage may include attached expenses (defence costs in the form of advisor fees), interest and penalties, advance tax payments

Benefits of Using a Tax Risk Insurance Policy

Enables more efficient M&A negotiations by eliminating tax liability allocation discussions
Facilitates seller’s exit by eliminating the need for indemnities and/or escrows to protect against historic tax exposure
Reduces overall liability risks for the insured, counter-parties and advisors through policies structured for limited recourse or subrogation rights
Eliminates potential transaction delay or non-availability of advance rulings on identified tax matters
Reduces certain liabilities prior to an IPO, trade sale, or as part of a general balance sheet clean up.
The possibility to secure your tax function by insuring a certain tax framework on a look forward basis. This can include master transfer pricing documentation, the residency or substance of an entity, a particular VAT treatment, certain debt or equity classification, etc.

Tax Risk Insurance

How Can We Help

Worldwide coverage of tax risks to be considered
Coverage limits of up to €33m / £33m / $33m or local currency equivalent
Non-standard tax risks can be considered
Broader annual policies available for certain tax frameworks (i.e. substance, transfer pricing documentation etc)
Existing tax analysis is not a requirement for consideration
Coverage may include attached expenses (defence costs in the form of advisor fees), interest and penalties, advance tax payments

Benefits of Using a Tax Risk Insurance Policy

Enables more efficient M&A negotiations by eliminating tax liability allocation discussions
Facilitates seller’s exit by eliminating the need for indemnities and/or escrows to protect against historic tax exposure
Reduces overall liability risks for the insured, counter-parties and advisors through policies structured for limited recourse or subrogation rights
Eliminates potential transaction delay or non-availability of advance rulings on identified tax matters
Reduces certain liabilities prior to an IPO, trade sale, or as part of a general balance sheet clean up.
The possibility to secure your tax function by insuring a certain tax framework on a look forward basis. This can include master transfer pricing documentation, the residency or substance of an entity, a particular VAT treatment, certain debt or equity classification, etc.

Warranty & Indemnity Insurance

W&I insurance policies offer specific coverage for breaches of certain warranties and indemnities contained in a sale and purchase agreement. A W&I policy provides protection to buyers, sellers, and intermediaries engaged in a merger, acquisition, or divestment process for losses suffered as a result of an unexpected breach of warranty or indemnity claim.

Transact was the first transaction-focused MGA based in Western Europe and has since expanded to CEE and Italy. Our dedicated offering and our team’s experience in this market allow us to provide the most complete and comprehensive services for clients in the region.

How we can help!

Coverage limits of up to €52.5m / £52m / $52.m or local currency equivalent
Transparent and predictable underwriting process. We only ask the important questions, and require underwriting calls on an exception basis.
Specialisation in deals with transaction documentation subject to the Netherlands, Belgium, Luxembourg, French or German laws.
Binding policy documentation in as little as three days from the date of instruction.
Insurable loss includes fees resulting from breach-of-warranty claims, defence costs for a third-party demand and litigation costs.
All our policies are backed by Standard & Poor’s A rated capital. In the event of a loss the counter-party risk is significantly limited.
We can agree broker and law firm policy templates to increase the efficiency of subsequent transactions

Benefits Of USING A W&I Insurance Policy

Improves the possibilities for buyers to recover legitimate losses as a consequence of a breach of warranty or indemnity; independently of the seller’s financial position at the time of the claim
Reduces residual seller liability to nil. Protects sellers from further exposure to W&I claims following the sale completion
Reduces negotiating time between parties
Policy enhancements available which are not contained in the underlying transaction documentation. Including extended cover periods, increased cover, lower de minimis, affirmative cover of disclosed risks, synthetic warranties and/or tax indemnity
Enhances the protection of both parties if they decide to maintain an ongoing relationship where the seller remains involved in the company after the sale

Warranty & Indemnity Insurance

How we can help!

Coverage limits of up to €52.5m / £52m / $52.m or local currency equivalent
Transparent and predictable underwriting process. We only ask the important questions, and require underwriting calls on an exception basis.
Specialisation in deals with transaction documentation subject to the Netherlands, Belgium, Luxembourg, French or German laws.
Binding policy documentation in as little as three days from the date of instruction.
Insurable loss includes fees resulting from breach-of-warranty claims, defence costs for a third-party demand and litigation costs.
All our policies are backed by Standard & Poor’s A rated capital. In the event of a loss the counter-party risk is significantly limited.
We can agree broker and law firm policy templates to increase the efficiency of subsequent transactions

Benefits Of USING A W&I Insurance Policy

Improves the possibilities for buyers to recover legitimate losses as a consequence of a breach of warranty or indemnity; independently of the seller’s financial position at the time of the claim
Reduces residual seller liability to nil. Protects sellers from further exposure to W&I claims following the sale completion
Reduces negotiating time between parties
Policy enhancements available which are not contained in the underlying transaction documentation. Including extended cover periods, increased cover, lower de minimis, affirmative cover of disclosed risks, synthetic warranties and/or tax indemnity
Enhances the protection of both parties if they decide to maintain an ongoing relationship where the seller remains involved in the company after the sale

Get In Touch

Email Inquiries
General Inquiries
info@transactriskpartners.com
W&I Submissions
trpsubmissions@transactriskpartners.com
Tax Submissions
trptaxsubmissions@transactriskpartners.com

Amsterdam
Roemer Visscherstraat 48H
1054 EZ. Amsterdam.
The Netherlands.
+31 (0) 20 215 93 06

Hamburg
Mindspace Eurotheum
Neue Mainzer Str. 66-68
60311. Frankfurt am Main.
Germany.

Warsaw
CitySpace Novo, 2nd floor
Aleje Jerozolimskie 93
02-001 Warsaw
Poland

Ryan Specialty Underwriting Managers International Limited
6th Floor,
25 Fenchurch Avenue.
London
EC3M 5AD.