
Usman Sawar
Counsel, Financial Institutions at Skadden (London), an M&A lawyer focused on financial institutions, insurance, and Lloyd's transactions.
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Aug 27, 2026
A Deep Dive on Insurance Brokerage M&A
9:24
9:33
9:47
9:55
10:03
10:11
10:23

George GrayGUEST
The final point I'd make on earn-outs is from a seller perspective, always important to make sure that there are appropriate protections in place so that a buyer cannot game the earn-out process.

Usman SawarGUEST
A- another really important aspect of brokerage deals is the gap controls and, and gap controls are important on all M&A deals, but they're particularly important, um, on brokerage deals and, and in particular that really...

Usman SawarGUEST
On the deals we've done, we've seen that a lot of the brokerages that are subject to the M&A transaction, they're themselves acquisitive.

Usman SawarGUEST
So they, they, you know, their business model relies on going and, you know, consolidating other brokers and buying businesses in the gap period.

Usman SawarGUEST
So, you know, if you're on the buy side there, you don't want to stop them doing that because, you know, most of these transactions are lockbox deals.

Usman SawarGUEST
You're accruing value in that gap period, so it's in your best interest to really allow them some flexibility to continue their business model, continue acquiring businesses and building that, that platform.

Usman SawarGUEST
But I think you need to balance that with, you know, giving yourself adequate protections and effectively ensuring the business that, you know, you want to be there at completion is there at completion.
11 MINS LATER
Inside Lloyd’s: Navigating its Structure, Regulation and M&A Dynamics
1:32
1:37
1:49
1:58

Usman SawarGUEST
And, you know, in many ways it's much more hands-on than other insurance markets.

Usman SawarGUEST
So at the outset, Lloyd's approves the establishment of syndicates, the appointment of the managing agent, and the classes of business that the syndicate can write, uh, as well as its annual underwriting capacity.

Usman SawarGUEST
Uh, so that upfront regulation effectively defines the parameters of, uh, within which that business can operate.

Usman SawarGUEST
Lloyd's also then, uh, approves the establishment of corporate members and, you know, these are really the capital providers to Lloyd's syndicates, and it also closely scrutinizes the adequacy of that capital that's provided.
6 MINS LATER
