Shearman & Sterling

OCTOBER 16, 2018

M&F Worldwide Corp., 2014) ("MFW") for business judgment review because the controller group's initial proposal did not contain the MFW conditions—recommendation by a special committee and approval by a majority of the disinterested stockholders—although they were added later. Synutra Int'l, Inc., 101, 2018 (Del.

Negotiation 52

Negotiation Economics Business M&A 52

Cooley M&A

SEPTEMBER 16, 2022

4] However, such exceptions were not universal and, as will be discussed below, the vast majority of dual-class charters adopted before 2016 that contained transfer restrictions did not include M&A voting agreement carve outs. In a small number of cases, a class of common stock is offered to the public that has no voting rights at all.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

The Deal

DECEMBER 19, 2023

Bomi Lee knew she wanted to specialize in M&A after working on two deals as a mid-level associate at Cravath, Swaine & Moore LLP in 2014 and 2015, she said on this week’s Drinks With The Deal podcast. “I I liked the strategy and the negotiations and the chess game element of M&A, the immediacy of M&A,” Lee said.

M&A 59

M&A Negotiation Sale Investors 59

Shearman & Sterling

FEBRUARY 13, 2018

M&F Worldwide, 88 A.3d M&F Worldwide, 88 A.3d Finding that "the controller announce[d] the conditions before any negotiations took place," the Court held the ab initio requirement was satisfied and dismissed the complaint under MFW. On February 2, 2018, Vice Chancellor J. In re Synutra International Inc.

Negotiation 52

Negotiation M&A Mergers 52

Shearman & Sterling

APRIL 16, 2019

M&F Worldwide, 88 A.2d 2014) ("MFW"), and the business judgment rule applied. M&F Worldwide, 88 A.2d 2014) ("MFW"), and the business judgment rule applied. Lodzinski et al., 2d 635 (Del. 2d 635 (Del.

Negotiation 40

Negotiation Economics Private Equity M&A 40

Sica Fletcher

OCTOBER 23, 2024

RIA valuations are typically performed by one of three parties: The M&A Advisor A Third-Party Specialist The Seller Themselves Although many sellers attempt to perform their own valuations, we strongly recommend against this. We highly recommend that sellers speak with an M&A advisor before taking their company to market.

Valuation 52

Valuation M&A Insurance Advisory 52

Shearman & Sterling

OCTOBER 16, 2018

M&F Worldwide Corp., 2014) ("MFW") for business judgment review because the controller group's initial proposal did not contain the MFW conditions—recommendation by a special committee and approval by a majority of the disinterested stockholders—although they were added later. Synutra Int'l, Inc., 101, 2018 (Del.

Negotiation 40

Negotiation Economics Business M&A 40

Shearman & Sterling

FEBRUARY 13, 2018

M&F Worldwide, 88 A.3d M&F Worldwide, 88 A.3d Finding that "the controller announce[d] the conditions before any negotiations took place," the Court held the ab initio requirement was satisfied and dismissed the complaint under MFW. On February 2, 2018, Vice Chancellor J. In re Synutra International Inc.

Negotiation 40

Negotiation M&A Mergers 40

Focus Investment Banking

FEBRUARY 12, 2024

This M&A business will drive you crazy. I recently learned that two separate tire/service chains I had met with over the years had each transacted with single buyers that knocked on their doors in what we call a “negotiated” transaction. It’s more like a sport than a business. That’s disappointing.

Negotiation 52

Negotiation Mergers and Acquisitions Business Private Equity 52

Cooley M&A

JANUARY 24, 2017

At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid? Allergan maintained that no such disclosure needed to be made because it would have jeopardized the deal.

Negotiation 52

Negotiation Mergers Mergers and Acquisitions IT 52

Sica Fletcher

APRIL 30, 2024

This article presents a step-by-step guide on how to value an insurance agency - both in the sense of how a valuation agency/M&A advisor goes about valuation, and also in terms of what insurance agency owners can do to maximize their valuation prior to running an M&A deal.

Insurance 52

Insurance Valuation M&A S&P 52

Sica Fletcher

JULY 2, 2024

For agency owners looking to sell their business in 2024, it’s helpful to know something about the insurance M&A buyer landscape before going in. The following section details the insurance M&A buyer landscape as of Q3 2024. To provide a sense of context for buyers’ current standing, we also include information from 2023.

Insurance 52

Insurance M&A Private Equity Advisory 52

Sica Fletcher

DECEMBER 16, 2020

They are contacted by a potential buyer or solicited by someone who has sold their agency and try to negotiate with one buyer at a time. Every year, numerous insurance agency and broker principals attempt to sell their companies by being " Serial Daters". This is generally a very big mistake.

Insurance 52

Insurance Private Equity Advisory Equities 52

Sica Fletcher

JUNE 11, 2024

The Insurance Brokerage M&A Market in 2024 On average, insurance brokerages are seeing the highest valuations they’ve had in a decade. Until this happens, we expect the insurance broker M&A market to remain active but complicated. Since H1 2023, the average insurance brokerage valuation multiple has hovered around 11.6x

Broker 52

Broker Insurance Valuation S&P 52

Sica Fletcher

JUNE 14, 2024

Insurance agency owners who are considering the prospect of running an M&A deal process often have many concerns about the fate of their agencies, but the most common by far are those surrounding the agency’s purchase price at closing. Some smaller agencies, for example, might get a higher multiple than 6.1x

Insurance 52

Insurance Valuation M&A S&P 52

Sica Fletcher

SEPTEMBER 17, 2024

This valuation model is used largely in M&A settings to determine the value of a company as it would appear to a prospective buyer by adding interest, taxes, depreciation, and amortization costs back into the business’s profits, since these elements will be fundamentally different post-closing. What Is EBITDA?

Insurance 52

Insurance Valuation Profitability M&A 52

Sica Fletcher

SEPTEMBER 12, 2024

We do not provide a detailed overview of the M&A process (readers can find this breakdown in " How To Sell: Insurance Agency M&A, Step-By-Step "), but focus instead on the changes specific to selling a family insurance agency. In particular, sellers should be aware of: Family Reputation as an Asset.

Insurance 52

Insurance Valuation M&A S&P 52

Sica Fletcher

MAY 15, 2024

EBITDA: The Standard Insurance M&A Valuation Model EBITDA (Earnings before interest, taxes, depreciation, and amortization) is the standard valuation model within the insurance M&A industry. In addition, third-party M&A institutions like S&P Global Data or Statista can provide more generalized data.

Insurance 52

Insurance M&A S&P Valuation 52

Shearman & Sterling

AUGUST 29, 2017

Plaintiffs asserted that the sale was conflicted because Stewart negotiated for greater consideration for herself than for other stockholders and that the transaction did not meet the standards for application of the business judgment rule. M&F Worldwide, 88 A.3d 2014) ("MFW"). Stockholders Litig., 11202-VCS (Del.

Negotiation 52

Negotiation M&A Mergers Sale 52

Sica Fletcher

OCTOBER 16, 2024

By Fee The following table outlines just a few key takeaways about various fee structures commonly found in RIAs as they apply to M&A transactions. RIA Fee Structures in M&A Because of the stability that is often associated with AUM fees, buyers tend to see RIAs with this payment structure as a more favorable prospect.

Valuation 52

Valuation Mergers and Acquisitions Insurance M&A 52

Sica Fletcher

SEPTEMBER 3, 2024

Consider Digitization Focus on Your Unique Selling Points (USP) Improve Client Retention Vet Prospective Clients & Carriers The Steps of Selling an Insurance Agency Book of Business Selling an insurance agency book of business shares all of the major steps of any M&A transaction and often involves the same team members.

Insurance 52

Insurance Business Valuation M&A 52

Sica Fletcher

MARCH 12, 2024

As one of the most active M&A firms in the insurance sector, we are frequently asked how insurance agency valuations work. This article discusses the fundamentals of insurance agency valuations, plus a few lesser-known factors that play into these processes before we give an overview of the insurance M&A market in 2024.

Valuation 52

Valuation Insurance M&A Profitability 52

Shearman & Sterling

AUGUST 29, 2017

Plaintiffs asserted that the sale was conflicted because Stewart negotiated for greater consideration for herself than for other stockholders and that the transaction did not meet the standards for application of the business judgment rule. M&F Worldwide, 88 A.3d 2014) ("MFW"). Stockholders Litig., 11202-VCS (Del.

Negotiation 40

Negotiation M&A Mergers Sale 40

M&A Leadership Council

OCTOBER 22, 2023

The Art of M&A® / Post-Merger Integration and Divestitures An excerpt from The Art of M&A, Fifth Edition: A Merger, Acquisition, and Buyout Guide by Alexandra Reed Lajoux COMMITMENTS to EMPLOYEES Why is it important to make and keep commitments to employees? Yes, but each of these alternatives can be costly.

Mergers 52

Mergers Mergers and Acquisitions M&A Economics 52

Sica Fletcher

MARCH 10, 2020

From time to time, we hear the following refrain from potential clients: “Why do I need to hire a strategic advisor to sell my business? I’ve already been contacted by a number of firms that want to buy my business;” or “why should I pay a fee and hire an advisor? I can do this myself and save the money.”

Private Equity 52

Private Equity Insurance Business Equities 52

InvestmentBank.com

OCTOBER 24, 2019

M&A activity in physician practices continues to grow and outpace other sectors as deals in the healthcare industry are coveted by investors for their strong growth, recession resistance, and superior historical returns.

Hospitality 40

Hospitality Private Equity Equities Acquisitions 40

Cooley M&A

MAY 5, 2020

M&F Worldwide Corp., 2014) (“MFW”) and its progeny applies in a non- MFW scenario (i.e., M&F Worldwide Corp., 2014) (“MFW”) and its progeny applies in a non- MFW scenario (i.e., from the outset). Salladay is the first time that a Delaware court has held that the ab initio requirement established by Kahn v.

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

Cooley M&A

APRIL 7, 2017

In September 2014, the European Commission approved CAL-101 as a first-line treatment in combination with another drug for patients with chronic lymphocytic leukemia (CLL) who have a genetic abnormality with respect to chemo-immunotherapy (a sub-population of patients with CLL). for a Hematologic Cancer Indication.”

Mergers and Acquisitions 40

Mergers and Acquisitions Negotiation Pharmaceutical IT 40

Cooley M&A

MAY 17, 2017

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of “newly public” companies (generally, companies that have gone public in 2014 or later). See our December 2016 client alert. in 2015 to 7.2% thus far in 2017 and a few directors (four in 2016) failed to earn majority support.

IPO 52

IPO Government Advisory Corporation 52

Cooley M&A

FEBRUARY 22, 2017

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Delaware Confronts M&A Litigation. KKR Financial Holdings (Del.

M&A 40

M&A Insurance Negotiation Corporation 40