mlplaw’s Corporate Team, led by Rachel Owen, had the privilege of representing the selling shareholders in three distinct transactions involving insurance broker businesses. The common thread among these transactions was the sale of shares in each company to the same buyer, Deva Risk Group Limited. We successfully navigated the intricacies of each deal, ensuring a successful outcome for our clients.
Transaction 1: Sale of a majority shareholding in Hornby Snape Insurance Services Limited
Acting for the selling shareholders in the sale of shares, we negotiated terms for the shareholders exiting the business including the warranties and limitations of liability provisions for the sellers and terms for future earn-out. In addition, we acted for the shareholder remaining in the business under the direction of the buyer and negotiating terms for his position both as a shareholder and a director.
Transaction 2: Sale of the entire issued share capital of Much Ado Limited
Acting for the sole shareholder in the sale of the entire issued share capital of the company, being a general insurance broker. This included negotiating deferred payment terms and security for these, suitable warranties and limitations and tax provisions, together with a new service contract for the seller with the buyer. This transaction was successfully completed in June 2023.
Transaction 3: Sale of the entire issued share capital of Gomm (2000) Limited
This transaction went through various reforms before finally being agreed and completed as the sale of the entire issued share capital of the company in September 2023, with the selling shareholder also taking an equity stake in the buyer, adding an additional layer of complication. The target company was again a general insurance brokers.
Collaborating with the brokers (Brokerring Limited) and the buyer’s legal team on each transaction, we ensured compliance with and consent from the FCA and ensured good communication and open negotiation, culminating in successful conclusions for our clients.
mlplaw has acted on numerous other insurance broker transactions in the last 3 years and is currently working one two sales and one acquisition.