Shearman & Sterling

FEBRUARY 13, 2018

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. Plaintiffs asserted breach of fiduciary duty claims against the controller group and the special committee of the Synutra board. 3d 635 (Del.

Negotiation 40

Negotiation M&A Mergers 40

Shearman & Sterling

APRIL 18, 2023

Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the "Seller") against another (the "Buyer") in connection with the Buyer's acquisition of Seller's consumer product lines in 2014 pursuant to a Stock and Asset Purchase Agreement (the "Agreement').

Pharmaceutical 52

Pharmaceutical Negotiation Stock Acquisitions 52

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

APRIL 18, 2023

Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the "Seller") against another (the "Buyer") in connection with the Buyer's acquisition of Seller's consumer product lines in 2014 pursuant to a Stock and Asset Purchase Agreement (the "Agreement').

Pharmaceutical 40

Pharmaceutical Negotiation Stock Acquisitions 40

Sica Fletcher

APRIL 30, 2024

That amount is trickier, often subject to negotiation and various deal structures consisting of cash vs. equity and post-closing consulting/employment agreements. Our teams know how to value an insurance agency and can handle the process for you from start to finish, ensuring that your agency gets the best possible payout upon closing.

Insurance 52

Insurance Valuation M&A S&P 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. 2014) ("MFW"). In re Martha Stewart Living Omnimedia, Inc. Stockholders Litig.,

Negotiation 52

Negotiation M&A Sale Mergers 52

Sica Fletcher

JULY 2, 2024

For example, knowing how much equity the buyer has utilized in previous deals can give you a good idea of what to expect when you finally sit down at the negotiating table. Keep a close eye on earnouts, post-closing employment contracts, and how well a buyer supports the seller following the finalized negotiations.

Insurance 52

Insurance M&A Private Equity Advisory 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. 2014) ("MFW"). In re Martha Stewart Living Omnimedia, Inc. Stockholders Litig.,

Negotiation 40

Negotiation M&A Sale Mergers 40

Sica Fletcher

JUNE 11, 2024

As long as buyers face higher interest rates, sellers should expect a prolonged deal process contending with complex capital structures and equity-based negotiations. Until this happens, we expect the insurance broker M&A market to remain active but complicated. The Best Data From The Best Advisors So how do we know all this?

Broker 52

Broker Insurance Valuation S&P 52

Sica Fletcher

JUNE 14, 2024

Negotiating Your Insurance Agency Purchase Price Even after you’ve determined the most likely insurance agency purchase price, the reality is that the rest of the M&A deal process is highly nuanced and requires a great degree of skill. S&P Global Data, PitchBook, PWC) or through M&A indexes provided by M&A advisory firms.

Insurance 52

Insurance Valuation M&A S&P 52

Sica Fletcher

APRIL 2, 2024

In deals with the highest earnout, business owners turn to a specialized M&A advisory firm to handle negotiations and oversee valuations. Founders Michael Fletcher and Al Sica are two of the industry's leading dealmakers who have advised on over $16 billion in insurance agency and brokerage transactions since 2014.

Insurance 52

Insurance M&A S&P Broker 52

Sica Fletcher

MAY 15, 2024

Ask an Advisor Not only will an experienced M&A advisor have a better idea of how your insurance agency will be valued, they can also help you negotiate an even better payout when you take it to market. “How Much Is My Insurance Agency Worth?” Learn more at SicaFletcher.com.

Insurance 52

Insurance S&P M&A Valuation 52

Sica Fletcher

MARCH 10, 2020

We have negotiated so many of these agreements that we know the issues, risks, and hot points of each buyer. The firm was founded in 2014 by Michael Fletcher and Al Sica, two of the industry’s leading insurance M&A advisors who have closed over $6 billion in insurance agency and brokerage transactions since 2014.

Private Equity 52

Private Equity Insurance Business Equities 52

Focus Investment Banking

FEBRUARY 12, 2024

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. Nokian could have chosen a “negotiated’ transaction with Gill’s Point S, but decided to use market forces to get closer to a market price.

Negotiation 52

Negotiation Mergers and Acquisitions Business Private Equity 52

M&A Leadership Council

OCTOBER 22, 2023

2459 (2014). Agreements negotiated by labor organizations in the United States are enforced by the National Labor Relations Board (NLRB), which offers alternative dispute resolution as an option for resolving conflicts. Dudenhoeffer , 134 S. 52 What role can job training and development play in the postmerger phase?

Mergers 52

Mergers Mergers and Acquisitions M&A Economics 52

Sica Fletcher

JULY 23, 2024

This means that they often lack the specialized industry knowledge to effectively negotiate your deal. Founders Michael Fletcher and Al Sica are two of the industry's leading dealmakers who have advised on over $16 billion in insurance agency and brokerage transactions since 2014. Are you meeting the firm’s principals?

Insurance 52

Insurance M&A S&P Valuation 52

Sica Fletcher

MARCH 12, 2024

This has been especially relevant over the last 18 months, with macroeconomic pressures making deals more difficult to negotiate. Founders Michael Fletcher and Al Sica are two of the industry's leading dealmakers who have advised on over $16 billion in insurance agency and brokerage transactions since 2014.

Valuation 52

Valuation Insurance M&A Profitability 52

Sica Fletcher

JULY 31, 2024

This means that insurance agency owners entering the market should be prepared to spend the remainder of the year – and most of 2025 – evaluating offers and reconfiguring negotiations. Insurance M&A Transactions: Deal Duration by Stage There’s not much more to our advice than this. Learn more at SicaFletcher.com.

M&A 52

M&A Insurance Debt Equities 52

Cooley M&A

MAY 5, 2020

2014) (“MFW”) and its progeny applies in a non- MFW scenario (i.e., Between October 5 th and 11 th , the special committee supervised a price negotiation with iSubscribed, which resulted in an increased offer of $3.68 from the outset). M&F Worldwide Corp., 3d 635 (Del. in a transaction without a conflicted controlling shareholder).

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

InvestmentBank.com

OCTOBER 24, 2019

With larger physician networks and access to specialist’s hospitals also gain negotiating leverage with insurers and can participate in alternative payment models, such as capitated and bundled payments, through vertical integration. 2014, March 25). 2014, September 12). 2014, August 1). 2016, April 16). 2018, June 20).

Hospitality 40

Hospitality Private Equity Acquisitions Equities 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.

IPO 52

IPO Government Advisory Corporation 52

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

Sica Fletcher

JUNE 20, 2024

As a result of this overall increase in equity, the M&A deal process has grown significantly in length as advisors work out the value of said equity and negotiate the rest of the payout structure. Whereas the majority of deals used to take ~6-8 months to close, they now average ~9-12, with longer deals taking upwards of 18 months.

Insurance 52

Insurance M&A Valuation Equities 52

Sica Fletcher

SEPTEMBER 3, 2024

Risks When Selling an Insurance Agency Book of Business Once it’s been valued, marketed, and reviewed, the final steps in selling an insurance agency book of business are the final negotiations and closing. The following section outlines common payment structures in BoB transactions. Learn more at SicaFletcher.com.

Insurance 52

Insurance Business Valuation M&A 52

The TRADE

AUGUST 14, 2023

As a junior trader, the sell-side also really took me under their wing and passed on huge amounts of invaluable knowledge and expertise and the relationships I formed then are still going strong today. I made the move to London in 2014 to join Nikko Asset Management (Nikko AM), fulfilling a role as senior trader for global markets.

Trading 52

Trading Asset Management Equities Electronics 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

MARCH 26, 2024

Due Diligence, Final Negotiations, & Closing Due diligence essentially takes the form of a secondary valuation the buyer conducts to uncover any potential risks in your company that have not already been discussed. Your attorney, in particular, should take the lead on final negotiations. Learn more at , ,, SicaFletcher.com.

M&A 52

M&A Insurance Valuation Advisory 52

Cooley M&A

SEPTEMBER 16, 2022

Accordingly, the dual-class company will have greater latitude if it is running an auction process or if the acquisition is fundamental to the acquirer’s go-forward strategy than if the dual-class company is engaged in a bilateral negotiation. The risk tolerance of the high-vote stockholder and the dual-class company’s board.

M&A 59

M&A IPO Shares Mergers and Acquisitions 59

Cooley M&A

FEBRUARY 22, 2017

In the first half of 2016, plaintiffs filed suit in only 64% of public deals valued over $100 million, down from 84% in 2015 and over 90% from 2009 to 2014. Negotiating Anti-Reliance Language. As a result, the overall incidence of M&A litigation has declined, particularly in Delaware. The Trump Effect. Appraisal Risks Factor High.

M&A 40

M&A Insurance Negotiation Corporation 40