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Insurance Agencies

Legal Guidance for Insurance Agency Transactions

Deal activity is thriving, and our insurance agency M&A lawyers are deeply experienced.

For more than a decade, baby boomers who spent a career building their insurance agency have taken greater advantage of the opportunity to monetize their investment by selling their agency.

While rising interest rates have had some cooling effect on deals, the market remains relatively brisk, the multiples remain reasonable high, and selling an agency can provide a good opportunity to build wealth while continuing to work in a meaningful and lucrative way. Quality agencies looking to sell will still find high demand from perspective buyers.  Likewise, the fact that the market for agency purchases in not quite as hot as it was a year or more ago, there are opportunities for new buyers to compete for quality agencies. While there are a number of similarities between buying and selling an insurance agency and buying and selling other kinds of businesses, there are sufficient unique features in these transactions that should cause parties involved in insurance merger and acquisition activity to engage counsel that is specifically experienced in this arena.

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Effective Non-Piracy Agreements

By Gary Miller and Matt Veech, BoyarMiller

Experience

BoyarMiller’s team of corporate lawyers has decades of experience helping agents and owners of insurance agencies build and maintain the value of their businesses, especially in times of transition (whether than means selling an agency developed over the years or buying an additional agency). 

Our senior deal team members have a long history in representing agencies in purchase and sale transactions. Recently, BoyarMiller’s insurance agency M&A lawyers have handled transactions as small as a single owner as the primary producer to agencies with multiple offices, ten or more shareholders and numerous producers. 

Our lawyers assist agencies negotiating the sale documents and addressing the distinctive considerations of selling an agency such as:

  • Unique and significant earnouts and related post-closing payment opportunities
  • Equity of the acquirer as a portion of the purchase price
  • Non-piracy and non-competition elements, including insurance agent non-compete agreements
  • M&A referral bonuses

Relationships

We maintain excellent relationships with several top national investment bankers specializing in insurance agency acquisitions, and we work closely with the investment bankers and our clients to successfully complete the transaction. 

 We recognize the need for speed (minimizing the period a selling agency is in transition) and for patiently explaining all aspects of the transaction to our clients. We recognize that many of our clients have never been through this process before and it may be among the most significant transactions of their careers. For over 30 years, representing insurance agencies in connection with their perpetuation, owner agreements, insurance agency mergers, and insurance agency purchases and sales has been an important part of our practice. 

BoyarMiller is well positioned to handle the purchase or sale of an insurance agency in any of the fifty states (although our attorneys are licensed only in Texas). By partnering with our client’s  existing corporate counsel as relates to any local issues, BoyarMiller can effectively provide their insurance agency specific knowledge across the United States.

Recent Representative Matters

Insurance Agencies

Represented insurance agency and insurance executive in state court lawsuit asserting claims for malicious prosecution in excess of $5,000,000.

Insurance Agencies

Led buyer in an acquisition of one of its largest competitors in the cloud-based voice, internet and unified communication services space. Negotiated and simultaneously closed an amended credit agreement to provide financing for the transaction. Utilized and negotiated representations and warranty insurance policy to mitigate post transaction risk and provide added security for loan.

Insurance Agencies

Represented Gibson, an employee-owned, top-100 U.S. insurance agency with offices in Arizona, Illinois, Indiana and Michigan, in connection with their acquisition of Brisk Advisors, based out of the Salt Lake City, Utah area.

Insurance Agencies

Represented four insurance agencies in connection with the sale of its respective agency.

Insurance Agencies

Won a unanimous jury verdict for one of Houston’s oldest title insurance agencies in a dispute with its landlord for breaching an exclusive use clause in the client’s lease. After a week in trial, the jury awarded the client a judgment for its damages, including attorney’s fees.

Insurance Agencies

Represented GEM Insurance Agencies, a 60 year old Houston-based insurance agency, in connection with the sale of the business to BancorpSouth Insurance Services, Inc., based out of Tupelo, Mississippi.

Insurance Agencies

Represented Insurance Alliance and its shareholders in connection with the sale of the company to Marsh & McLennan Agency LLC. At the time of the acquisition, which closed in November, 2009, Insurance Alliance was one of the largest independent insurance agencies in Texas.

Insurance Agencies

Pursuing claims on behalf of a Texas-geoscience company against a crime insurance policy carrier. A former employee defrauded the company by stealing more than $2 million worth of iPhones and Blackberries. The carrier denied coverage under a commercial crime policy.

Insurance Agencies

On behalf of a major Texas-based insurance agency, drafted a successful brief in support of a temporary injunction. The court granted the injunction and prohibited the former employee from using confidential information the employee had removed from the agency’s computer system to operate a competing business.

Insurance Agencies

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Real estate

Represented a Texas-based insurance agency in a sale of its assets to an international brokerage.

Insurance Agencies

Expansion of a cloud-based voice, internet and unified communication services provider through multiple acquisitions of regional VoIP service providers, including negotiation and simultaneous closing of an amended credit agreement to provide financing for the transactions, negotiation of buyout and freeze out transactions relating to minority interests in subsidiaries and satisfaction of outstanding warrants, and utilization of representations and warranty insurance to mitigate post transaction risk and provide added security for loan.

Insurance Agencies

Represented John A. Bumstead & Associates in connection with its sale to Town & Country Insurance Agency (Cadence Bank)

Insurance Agencies

Represented Vela Insurance Agency in connection with its sale to TWFG Insurance Services

Insurance Agencies

Represented Vecellio insurance Agency in connection with its sale to Gallagher

Insurance Agencies

Represented Integrity Transportation Insurance in connection with its sale to Gallagher

Insurance Agencies

Represented Barmore Insurance in connection with its sale to Gallagher

Insurance Agencies

Represented Upstream Brokers in connection with its sale to Acrisure

Insurance Agencies

Represented Insurance Associates of the Southwest in connection with its sale to Higginbotham

Insurance Agencies

Represented TCA in connection with its sale to HUB

Insurance Agencies

Represented Trusted Senior Specialists (Houston) in connection with its sale to Integrity

Insurance Agencies

Represented Toubin Insurance Agency (San Antonio) in connection with its sale to Acrisure

Insurance Agencies

Represented Catto & Catto (San Antonio) in connection with its sale to HUB

Insurance Agencies

Represented Heritage – RM (Lubbock and Amarillo) in connection with its sale to Alera Group

Insurance Agencies

Represented John A. Bumstead & Associates in connection with its sale to Town & Country Insurance Agency (Cadence Bank)

Insurance Agencies

Represented Vela Insurance Agency in connection with its sale to TWFG Insurance Services

Insurance Agencies

Represented Vecellio insurance Agency in connection with its sale to Gallagher

Insurance Agencies

Represented Integrity Transportation Insurance in connection with its sale to Gallagher

Insurance Agencies

Represented Barmore Insurance in connection with its sale to Gallagher

Insurance Agencies

Represented Upstream Brokers in connection with its sale to Acrisure

Insurance Agencies

Represented Insurance Associates of the Southwest in connection with its sale to Higginbotham

Insurance Agencies

Represented TCA in connection with its sale to HUB

Insurance Agencies

Represented Trusted Senior Specialists (Houston) in connection with its sale to Integrity

Insurance Agencies

Represented Toubin Insurance Agency (San Antonio) in connection with its sale to Acrisure

Insurance Agencies

Represented Catto & Catto (San Antonio) in connection with its sale to HUB

What our clients are saying

Gary Miller, Taylor Gaver, Jet McGuire and the entire BoyarMiller team provided us a lot of expertise and comfort during a very big deal for us, given that we have been in business since 1933. We took comfort in the entire team’s expertise, but we really valued Gary’s deep understanding of insurance brokerages. Gary knew a lot of nuisances and brought a lot of value and comfort to us as well as good advice. The team exhibited speed in helping us and a foundational understanding of what we needed during a stressful time. Everybody’s responsiveness was incredible to meet important deadlines and answering questions.

Jaimie Hayne Area President Catto & Catto, a division of HUB International Texas, Inc.
What our clients are saying

Gary and his team worked tirelessly to make sure we succeeded in closing on time. Their knowledge and experience in insurance agency M&A proved to be invaluable. I can’t imagine ever going through the process without their help.

Jeff Neely III Partner – Co-CEO, NCW Risk Management CPCU, CIC
What our clients are saying

Following a recommendation, I retained the legal services of BoyarMiller to assist with the sale of my insurance agency. Particularly, Gary Miller possessed the necessary expertise and understood my requirements for any agreement to sale of my agency.

Gary was helpful and patient as we conducted various discussions and negotiations with prospective buyers. His experience was evident as he provided constructive advice which ultimately led to finding an appropriate buyer.

The valuable expertise and assistance of Gary, and firm associate Taylor Gaver, were instrumental in working out the agreement which led to the sale of my agency. Throughout these negotiations, Gary and Taylor were available daily and responded directly and professionally to my questions and concerns. They’re help proved invaluable to the successful sale of my agency.

I highly recommend BoyarMiller.

Jimmy Toubin

Gary W. Miller

Founding Shareholder, Corporate M&A Group

Gary W. Miller

Founding Shareholder, Corporate M&A Group

Gary W. Miller

Founding Shareholder, Corporate M&A Group