Shearman & Sterling

FEBRUARY 13, 2018

2017-0032 (Del. 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. 3d 635 (Del.

Negotiation 40

Negotiation M&A Mergers 40

Cooley M&A

NOVEMBER 1, 2018

government shutdown disrupting the market for IPOs, Brexit uncertainty, natural disasters and various other crises, cross-border M&A activity momentum continues. The following 10 key trends are underpinning hyperactivity in global M&A markets and are set to continue to shape deals well into 2019. In July 2018, the U.K.

M&A 52

M&A Mergers and Acquisitions Government Business 52

IBG

AUGUST 1, 2024

A major role of an M&A advisor is to help the seller keep their eye on that bigger picture, adds IBG managing partner John Johnson (Oklahoma). “We We are always alert to the tax aspects and, during the sale and negotiating process, will work to negotiate a structure that favors the seller. This is a timely concern.

Sale 52

Sale Business Negotiation M&A 52

Cooley M&A

JANUARY 24, 2020

Detailed below are our “notes from the field” for tech M&A in 2019. Tech M&A hit the global regulatory crosshairs in 2019 – creating a deal environment in which regulatory clearance, timing and scope of review quickly become one of the most critical factors in assessing transaction risk.

M&A 40

M&A Mergers and Acquisitions Mergers Business 40

What's Market

SEPTEMBER 6, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. The most recent three of these studies (2017, 2019 and 2021) have looked at representation and warranty insurance (“RWI”) in private company M&A transactions.

Insurance 52

Insurance Mergers and Acquisitions M&A Mergers 52

IBG

MARCH 14, 2024

The wording of representations and warranties in a purchase agreement is critical, and ensuring their integrity is a vital role of the parties’ attorneys and, for the seller, their M&A advisor. In its survey, “2021 M&A Deal Terms Study,” SRS Acquion, Inc., six months) to long-term, perhaps as long as four years.

Sale 52

Sale Business M&A Insurance 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

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

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

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

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

Shearman & Sterling

AUGUST 29, 2017

On August 18, 2017, Vice Chancellor Joseph R. 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 11202-VCS (Del.

Negotiation 52

Negotiation M&A Sale Mergers 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 S&P M&A Valuation 52

What's Market

AUGUST 22, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. The 2017, 2019, and 2021 ABA studies each show that indemnity caps were lower in reported deals where RWI was referenced in the deal documents, as compared with transactions without any such reference.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Insurance Mergers 52

Shearman & Sterling

AUGUST 29, 2017

On August 18, 2017, Vice Chancellor Joseph R. 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 11202-VCS (Del.

Negotiation 40

Negotiation M&A Sale Mergers 40

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

Cleary M&A and Corporate Governance Watch

MAY 12, 2023

Legal Context The principle of freedom of contract, which allows sophisticated parties to freely negotiate the terms of their agreements and to rely on the enforceability of such agreements is a cornerstone of Delaware law. Specifically, in New Enterprise Associates 14 LP v. in the case of fraud). [3] in the case of fraud). [3]

Corporation 52

Corporation Investors Negotiation M&A 52

Sica Fletcher

MARCH 26, 2024

On average, company leaders in any industry who attempt an M&A transaction using an in-house team average 30% less once the deal is complete. Below, we offer a basic breakdown of the most common advisors in an M&A transaction. The two most common types of M&A buyers are: Strategic. Retirement. Financial Security.

M&A 52

M&A Insurance Valuation Advisory 52

Peak Frameworks

SEPTEMBER 12, 2023

Remember the tumultuous acquisition attempt of Unilever by Kraft Heinz in 2017? Investment Bankers M&A advisory is replete with examples of retainer fees. While they're seen in numerous sectors, their significance shines particularly in investment banking , private equity, and corporate finance.

Finance 52

Finance Finance Mergers and Acquisitions Private Equity 52

Cooley M&A

MAY 5, 2020

M&F Worldwide Corp., M&F Worldwide Corp., In 2017, the Company began experiencing financial difficulty as it worked to update its flagship product, and in early 2018 it formed a special committee of its three independent directors to consider options for additional ways to raise capital. from the outset). 3d 635 (Del.

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

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 Acquisitions Equities 40

Transactional Delights

NOVEMBER 24, 2020

Leaks usually happen when there’s a stalemate in negotiations and can skew in the target’s favor in that the target may see a pop in its publicly traded price. In February 2017, TIF and JANA announced a cooperation agreement whereby Francesco Trapani (a key man here [9] ) and two others were appointed to the Board.

M&A 40

M&A Mergers and Acquisitions IT Shares 40

Cooley M&A

OCTOBER 29, 2018

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. We can no longer give this advice. 2018-0300-JTL (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Business Pharmaceutical 52

Cooley M&A

APRIL 7, 2017

The court agreed with Gilead, based primarily on a review of the parties’ drafting and negotiating history, which was corroborated by the parties’ contemporaneous statements made after the European Commission approved the deal. for a Hematologic Cancer Indication.”

Mergers and Acquisitions 40

Mergers and Acquisitions Negotiation Pharmaceutical IT 40

Cooley M&A

MAY 21, 2021

Additionally, the court rejected buyer’s argument that it was permitted to terminate the transaction, finding that the target did not suffer an MAE and did not breach its conduct of business covenant, distinguishing this case from the court’s November 2020 opinion in AB Stable , which also involved a COVID-related M&A dispute.

M&A 40

M&A Debt Private Equity Finance 40

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

What's Market

AUGUST 29, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. This article examines trends relating to the use of indemnity escrows in private company M&A transactions. Typically, these escrows are held by a third party independent of the buyer and seller, such as a bank.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Insurance 52

Cooley M&A

OCTOBER 26, 2017

Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The first milestone related to the outcome of a Phase 2 clinical trial of the drug in development to treat dry eye disease. Ultimately, the drug received regulatory approval.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Negotiation IT 52

What's Market

AUGUST 15, 2022

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In many M&A agreements with a purchase price adjustment, the parties agree to escrow a portion of the purchase price for a limited period following the closing. For example, on Jan.

Mergers and Acquisitions 52

Mergers and Acquisitions M&A Mergers Acquisitions 52

Cooley M&A

JULY 14, 2017

On June 27, 2017, the DE Supreme Court reviewed a net working capital adjustment and held that the buyer could not reopen the seller’s accounting methods by challenging the seller’s compliance with generally accepted accounting practices (GAAP) for purposes of the net working capital true-up. In Chicago Bridge v. Background facts.

Accountant 52

Accountant Capital Financial Statement Business 52

Cooley M&A

MAY 17, 2017

So far in the 2017 proxy season, ISS is almost universally recommending against all director elections at companies with a supermajority vote requirement to amend the company’s bylaws or charter, a classified board structure or a multi-class capital structure. in 2015 to 7.2% in 2015 to 7.2%

IPO 52

IPO Government Advisory Corporation 52

Cleary M&A and Corporate Governance Watch

AUGUST 15, 2023

6] The investors were provided with 8 pages of disclosure, which plaintiffs alleged was missing key material information, including information about the negotiations of the minority-approved independent manager and the Controller, and the fairness opinion received in connection with the squeeze-out merger. [7] in cash thereafter.

Mergers 52

Mergers Investors Management Corporation 52

Cooley M&A

FEBRUARY 24, 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. Negotiating Anti-Reliance Language. Innovation Pressures Fuel M&A.

Negotiation 40

Negotiation M&A Insurance Acquisitions 40

Cooley M&A

JULY 10, 2017

Similarly, sellers (particularly financial investors) in private M&A transactions are increasingly seeking the right to be able to monetize their rights to contingent consideration by requesting royalty-like earn-out streams and requesting a right to sell the potential future payments to a single third-party purchaser. Private placement.

Securities 52

Securities IT Investors M&A 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

Cooley M&A

FEBRUARY 21, 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. Rep & Warranty (R&W) Insurance is Here.

Insurance 52

Insurance M&A Underwriting Private Equity 52

Cooley M&A

FEBRUARY 20, 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. Read more from our 2017 M&A Trends Series. The Trump Effect.

M&A 52

M&A Negotiation Economics Insurance 52