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. 2017-0466-JRS (Del. in the case of fraud). [3] in the case of fraud). [3] 2d 1068 (Del. 6] Manti Holdings, LLC v.

Corporation 52

Corporation Investors Negotiation M&A 52

Sica Fletcher

JULY 31, 2024

Equity Over Time in Insurance M&A Transactions Modern capital structures, however, have also changed significantly in the last several years, including various types and classes for categorizing equity, all of which determine who gets paid in what order. Changes in the buyer pool. Learn more at SicaFletcher.com.

M&A 52

M&A Insurance Equities Debt 52

Cooley M&A

MAY 21, 2021

The application of the prevention doctrine in this context is noteworthy and raises some interesting (albeit unanswered) questions as it relates to the remedy regime that has become commonplace in deals with private equity buyers. Transaction Background: Not Selling Like Hotcakes.

M&A 40

M&A Debt Private Equity Finance 40

Sica Fletcher

JUNE 20, 2024

The History of Private Equity in Insurance One of the primary forces differentiating the insurance M&A market in 2024 from those of decades past is the presence and dominance of private equity (PE) firms in the buyer space. Learn more at SicaFletcher.com.

M&A 52

M&A Insurance Valuation Equities 52

Sica Fletcher

MARCH 12, 2024

For the most part, the market consists of many small to midsize agencies that make prime candidates for roll-up deals, especially as private equity firms have played an increasingly larger role in the market over the last decade. There are surprisingly few large insurance brokerages. Learn more at , ,, SicaFletcher.com.

Valuation 52

Valuation Insurance M&A Profitability 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

Cooley M&A

NOVEMBER 1, 2018

In what remains largely a low organic growth environment, deals were being funded by the record levels of dry powder held by private equity and cash piles repatriated by U.S. tax reforms adopted at the end of 2017. corporations following the U.S.

M&A 52

M&A Mergers and Acquisitions Business Government 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] May 26, 2022). [17] at 33-43.

Mergers 52

Mergers Investors Management Corporation 52

Cooley M&A

FEBRUARY 21, 2017

Previously, transaction insurance (or R&W insurance) was used sparingly and predominantly by East Coast private equity funds. With the underwriting process now shortened to about a week and policy negotiations standardizing, R&W insurance is poised to become more mainstream in non-private equity deals.

Insurance 52

Insurance M&A Underwriting Private Equity 52

Cooley M&A

FEBRUARY 15, 2017

We expect this trend to continue, with mid-market and smaller deals driving the deal count in 2017. Dealmakers appear much more optimistic in the first quarter of 2017 than at this same time last year, in part because of greater optimism about the IPO market and the potential for favorable corporate tax and other regulatory changes.

M&A 40

M&A IPO Pharmaceutical Valuation 40

Cooley M&A

FEBRUARY 16, 2017

See our memo on 2017 Antitrust Trends and Developments to Watch.) Read more from our 2017 M&A Trends Series. Negotiating Anti-Reliance Language. We also expect less intervention from the SEC, reversing the increased enforcement trend of the Obama years. Cautious Optimism in the New Year. Innovation Pressures Fuel M&A.

M&A 52

M&A Mergers and Acquisitions Private Equity Insurance 52