mARCH 2012 30 Marsh
www.lawyer-monthly.com
The Increasingly Global World of Private Equity
marsh talks Private Equity and m&A
Marsh is a global leader in insurance broking and risk management. with approximately 25,000 employees the company provides advice and transactional capabilities to clients in over 100 countries. This month, Lawyer Monthly exclusively interviewed Daniel Max, the co-practice head of Marsh’s UK Private Equity and M&A practice. Here, Daniel discusses with us his recent work, the trends reflected in UK and cross-border PE and M&A transactions, the legal implications and the challenges raised by multi-jurisdictional work.
w
ithin his role as co-head of Marsh’s UK Private Equity and
M&A practice, Daniel is responsible for the group of people who are involved in the advisory and transactional solutions that relate to M&A for Private Equity (PE) and corporate clients.
Principally, Daniel works with PE
investment directors and corporate clients, but in addition to this, his team also works closely with what are referred to as the ‘centres of influence’ - the other intermediaries that sit between the deal principals; most commonly the lawyers and accountants that are involved the process of the transaction.
When asked about the most common
legal implications that arise when dealing with PE transactions, Daniel explained: “There are three that crop
up most regularly, the first one is the structure of the sale and purchase agreement surrounding the warranties and indemnities provided by the seller. This relates to what type of warranties and indemnities the seller is prepared to provide, and on the buyer side, what the buyer is prepared to accept.
“The second thing that we regularly
see is substantial negotiation around the limitation of liability, where the seller is looking to the greatest degree possible to minimise contingent liability, and the buyer is looking to try and maximise the amount of recourse that they have in the event of an issue cropping up post-completion.”
Daniel continued: “The third point is something that we have seen occurring more and more since 2008 and 2009 in a lot of deals we see, this is the buyer’s
general concerns around the strength of covenant of the seller. Buyers are often pushing for escrow or retentions but, understandably, there is a resistance to that and there is always some sort of discussion around the strength of covenant of the seller, given that perception of financial standing today is not quite what it was some years back.
“There are always other points that
are specific to the deal but these three are the ones in my opinion and experience that tend to crop up on every deal.”
Turning to recent M&A transactions
that the team have worked on, Daniel explained that most of the deals are cross-border. He said: “Even if it is a UK transaction there tends to be a cross-border angle to it as it is very rare these days to find a company that
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40 |
Page 41 |
Page 42 |
Page 43 |
Page 44 |
Page 45 |
Page 46 |
Page 47 |
Page 48 |
Page 49 |
Page 50 |
Page 51 |
Page 52 |
Page 53 |
Page 54 |
Page 55 |
Page 56 |
Page 57 |
Page 58 |
Page 59 |
Page 60 |
Page 61 |
Page 62 |
Page 63 |
Page 64 |
Page 65 |
Page 66 |
Page 67 |
Page 68 |
Page 69 |
Page 70 |
Page 71 |
Page 72 |
Page 73 |
Page 74 |
Page 75 |
Page 76 |
Page 77 |
Page 78 |
Page 79 |
Page 80 |
Page 81 |
Page 82 |
Page 83 |
Page 84 |
Page 85 |
Page 86 |
Page 87 |
Page 88 |
Page 89 |
Page 90 |
Page 91 |
Page 92 |
Page 93 |
Page 94 |
Page 95 |
Page 96 |
Page 97 |
Page 98 |
Page 99 |
Page 100 |
Page 101 |
Page 102 |
Page 103 |
Page 104 |
Page 105 |
Page 106 |
Page 107 |
Page 108 |
Page 109 |
Page 110 |
Page 111 |
Page 112 |
Page 113 |
Page 114