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Public Company M&A in the Insurance Sector—Current Legal and Strategic Issues Spring 2017
11 April 2017
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Of the 10 largest recently-announced public insurance M&A deals, eight were ultimately all-cash deals and nine involved a buyer that might once have been considered non-traditional.
Because choosing non-traditional buyers is risky, seller boards sometimes conducted a “reverse” due diligence process to determine if the buyer had the financial resources to consummate the transaction or the sophistication to obtain the necessary regulatory approvals.
Regulatory risk was sometimes allocated in the terms of the definitive agreement – whether by negotiating a form of regulatory reverse termination fee or by defining the burdensome regulatory conditions that a buyer would not be contractually obligated to accept.
Seller boards are satisfying their fiduciary duties to seek the best price for the target company through a mix of pre- and/or post-signing market checks.
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