Insurance M&A

Insurance M&A

Becker attorneys provide practical, productive solutions to the sometimes complex legal and business challenges facing our insurance industry clients when they look to acquire or dispose of insurance operations, or restructure or recapitalize to achieve their goals.

Our experienced team’s skills and expertise include the important planning and preparation necessary to navigate the transaction process, assist with structuring and negotiating the transaction, prepare the deal documents, and assist with due diligence and scheduling requirements, and complete our insurance industry clients’ transactions on terms that promote, protect and preserve the value of the transaction.

Our attorneys have advised clients on a variety of strategic transactions across a range of insurance industry sectors and segments, including life, health, P&C, InsurTech, FinTech, reinsurance, captives, MGAs/MGUs, brokers, third party administrators and other intermediaries, including mergers and stock and asset acquisition and divestiture transactions, joint ventures, private equity and venture capital investments, leveraged buy-outs, spin-offs and split-offs and recapitalizations and restructurings.

In our role as a forward-thinking advisor to our clients, we recognize and work with our clients to address the convergence of technology and the insurance industry, including the opportunities and challenges presented by InsurTech and FinTech transactions and organic and transactional privacy and cyber-security concerns, as well as issues relating to big data ownership, and social media and intellectual property.

In addition to transactional services, leveraging the capabilities of our other professionals, we provide our insurance industry clients with advice and assistance regarding formation, financing, corporate governance, employment and compensation, litigation, real estate and other issues relevant to their businesses.

China Practice

China is a significant part of the Firm’s international practice. The Firm’s China Practice Group represents U.S. companies with operations and activities in China, as well as Chinese enterprises that are listed or do business in the U.S. Our China Practice has experience in a wide range of China-related matters, and we assist these businesses with strategic growth options, such as private equity financing, mergers and acquisitions, and public offerings. We have frequent and regular involvement in China-related transactions, including Reverse Mergers, Alternative Public Offerings, Private Placements, PIPEs, SPACs, IPOs, and Going Private Transactions. We also have extensive connections to the investment banks, hedge funds, private equity, and venture capital that are actively engaged in transactions related to China. We are fluent in Mandarin, Cantonese and English, and we are able to prepare documentation in these languages and liaise with local PRC counsels to address related issues and concerns. Our attorneys regularly visit all regions of China.

SPACs – Special Purpose Acquisition Company

SPACs

SPACs are an alternative to the traditional IPO route of going public. They are “special purpose acquisition companies” that are designed to take companies public through a merger or acquisition. The SPAC is a newly formed shell company with no business or assets other than the funds raised during the formation and public offering process. The sponsors of the SPAC are financial and business professionals that identify a merger candidate and negotiate the terms of the acquisition agreement. After approval by the SPAC’s investors, the target merges into the SPAC and thereafter continues as a public company.

Our attorneys and clients have in-depth experience forming, financing and representing SPACs and their sponsors and underwriters. Our M&A specialists represent SPACs in the acquisition process including the drafting and filing of a proxy statement and all associated corporate and securities documentation. We also represent merger candidates and act as general corporate and securities counsel after the acquisition.

Commercial Lease and Loan Restructuring Task Force

Becker is committed to providing our clients with the practical, innovative and elegant legal solutions to keep their businesses moving forward. Whether facing the unforeseen challenges of a global pandemic or making the most of a bull market, Becker always implements a multi-disciplinary approach to offer our clients a fully informed perspective on a variety of complex real estate financing and leasing issues.

As COVID-19 continues to negatively affect the world’s economic health with  a particularly damaging impact on the commercial real estate industry, we believe a dedicated task force is necessary to fully support our clients facing real estate loan- and lease-related difficulties. Becker’s Commercial Lease and Loan Restructuring Task Force is comprised of attorneys from our Real Estate, Financial Services, Corporate, and Litigation practices who are well-versed in all aspects of lease and loan workouts, including:

  • Loan restructuring guidance. Advising borrowers and lenders on best practices for commercial real estate loan restructuring, including forbearance agreements, waivers, and other modifications.
  • Lease negotiations. Assessment of leases and guarantees, facilitating negotiations between landlords and tenants to develop mutually beneficial solutions and resultant documentation, including those relevant to the COVID pandemic.
  • Lease creation. Drafting and negotiating new leases designed to address post-pandemic health and safety requirements and force majeure provisions.
  • Litigation. Providing seasoned representation for all lease and loan-related litigation, including litigation concerning force majeure and business interruption provisions and foreclosure actions.
  • Liability assessment. Developing strategies to minimize risks for borrowers, tenants, and guarantors.
  • Bankruptcy counsel. Helping borrowers, landlords and/or tenants evaluate the impact of bankruptcy and advising clients during insolvency proceedings.

Professional Liability: Accountants

The legal and regulatory framework of the accounting profession is continuously evolving, a trend that has led to an increase in liability exposure for both accountants and accounting firms. Given this, our team provides comprehensive legal counsel to assist accounting professionals in mitigating their risk and defending those that face liability claims.

Attorneys have successfully represented accountants and accounting firms in matters including:

  • Professional liability/malpractice claims
  • Disciplinary and enforcement actions brought by the SEC, state licensing authorities
  • Risk management
  • Partnership agreements
  • Matters pertaining to partners leaving their firms
  • Licensing and compliance

Having multidisciplinary backgrounds in accounting and the law, our Professional Liability attorneys have the fluency to communicate technical accounting and auditing principles to judges and juries as well as translate the law to their clients. Attorneys are industry thought leaders, having held leadership positions on regulatory boards such as the Florida Board of Accountancy and the American Institute of CPA’s Auditing Standards Board.

Florida Community Association

Becker grew out of its pioneering role creating the law pertaining to the operation of common ownership housing. Many of the leading cases in the field bear the firm’s name. Our attorneys are recognized as individual leaders in the field through published works, public service, legislative activities, and industry group leadership positions. Several attorneys are members of the prestigious College of Community Association Lawyers (CCAL). In Florida, Becker has the largest, dedicated team of Board Certified attorneys in Condominium and Planned Development Law among any firm in the state.

Button to view the classes calendarThe attorneys in the Community Association Law Practice Group cover the entire spectrum of legal counseling of condominium, cooperative, time shares and homeowners’ associations. In addition, the practice group provides counseling to country clubs, master associations and owners’ ad hoc committees. Each attorney plays an integral part in their client’s professional team – assisting the Board and management prepare for and conduct meetings, answering questions about documents and the pertinent law, enforcing the covenants and restrictions, and drafting and negotiating contracts for the provision of services.

Each client is assigned a Community Association attorney who is primarily responsible for providing legal counsel to the officers and directors, as well as the manager, on the operation of the association. The association’s attorney also serves as a liaison between the client and other attorneys in the firm to ensure that all the association’s legal needs are being met by attorneys who practice exclusively in those specialized areas.

New Jersey Community Association

Our entire Morristown team is specifically tailored to meet the needs of our community association clients. From the nearly 70 years of combined experience and thought leadership of our NJ practice group leaders to our robust litigation practice and collection group, our interdisciplinary team of professionals is dedicated to delivering high touch service to our clients.

We understand that the retention of a law firm is a challenging task and that prospective clients not only value quality representation but also, availability, efficiency, responsiveness and transparency.

This is especially true in community associations where you, the members of the Board, volunteer your time and effort for the betterment of your respective communities. Thus, we have developed an interdisciplinary team that will not only meet your general counsel needs, but address transition-related issues including complex construction defect litigation, provide general litigation support, and assist you with the collection of delinquent accounts.

Our approach to the law is dynamic: our professionals are innovating in the field, by participating on state and national legislative action committees, including participation with the chief sponsor of the “Radburn Election Law” – one of the most important pieces of legislation impacting community associations in the past two decades. It is this holistic approach to servicing our clients that differentiates us from our peers.

 

Additional Resources

 

BeckerNorth: New York & New Jersey is powered by Becker & Poliakoff, LLP, a multi-practice commercial law firm with attorneys, lobbyists and other professionals at offices throughout the East Coast. Founded in 1973, our attorneys have always been pioneers, boldly breaking new ground and taking unconventional approaches to tough legal challenges. View More.

New Jersey Condo Blog View Becker’s New Jersey Condo Blog to get the latest in news, commentary and insight on NJ’s always changing world of community associations. Learn and participate in the latest about governance issues and construction litigation. View More.

Trademarking & Logo Creation

Having your community’s name associated with a certain quality of lifestyle goes a long way towards promoting your real property values and keeping you competitive in the real estate marketplace. Trademarking your community’s name (and logo) can also serve two important functions: (a) you can prevent bad actors from using your community’s name and/or logo to create confusion or mischief online and in print and (b) you can license your community’s trademark to valued local businesses and entities as a means to supplement your association’s revenues.

Your community’s brand and how you are perceived in the marketplace is essential. Many developers rely upon name recognition and a stylish logo to attract attention from potential buyers – spending considerable effort and money to build a certain mystique around the community’s name and look. But, they often overlook the critical need to protect that name and logo by registering a trademark. There is no reason, however, that your board cannot take this crucial step. Registering your community’s name and logo as trademarks in Florida protects you against local businesses and neighboring communities trading on your good name. Owning your name and logo also allows the board to prevent anyone intent on setting up a shadow website or other online presence as a way to harass or harm the association.

If your community association has taken the time to thoughtfully create a memorable brand, it only makes sense to protect that investment. If you’ve never thought about the need to brand and protect your community’s name, perhaps now is the time to consider doing so. Our team will guide you through the process of registering your association’s name and logo, and can also design a logo for you in the event your association doesn’t already have one.

Early Learning Advisory Services

Becker attorneys offer a unique approach to this practice area, providing clients with access to legal know-how and experience in understanding how government impacts the child care industry.  In addition, Becker has significant experience in other complimentary practice areas such as corporate, real estate, employment, and general business litigation to assist our clients.

Clients benefit from a team of experienced and highly successful attorneys with a proven track record in challenging health and safety violations.  Becker understands the financial implications that a health and safety violation can have when carrying the state’s Gold Seal designation, contracting for school readiness, or voluntary pre-kindergarten (VPK) services.  We stand ready to assist you.

As a client, you receive the following benefits:

  • Consultation for any pending or anticipated violations
  • Risk management tips on how to avoid violations
  • Thought leadership on child care best practices
  • Courses for in-service hours on health and safety standards
  • Updates on pending legislation that could impact your business
  • Monitoring and updates on pending rules that impact your business
  • Lobbying services in Tallahassee as directed by the Child Care Practice Group Advisory Council
  • Potential discounts on hourly rates when challenging health and safety violations or other legal matters that impact your business

Ellyn Bogdanoff and Mark Stempler serve as co-leaders of Becker’s Early Learning Advisory Services Practice. With over 30 years of experience in the education field, Ellyn first served as a political activist, state representative, state senator, and lobbyist, and then as the executive director, general counsel, and lead lobbyist for a statewide association of child care centers.  Her experience is unparalleled and she brings a wealth of knowledge in a complex field that must navigate numerous laws and rules of various government agencies and jurisdictions.

As a seasoned litigator, Mark has an impressive track record when challenging government agencies.  Not only has he won multimillion dollar awards for his large corporate clients, he has also successfully challenged numerous health and safety violations for the owners of child care centers throughout Florida.

Title Insurance Defense

Representing some of the nation’s largest and most respected title insurance companies, Becker is adept at efficiently and effectively resolving our client’s most complex title disputes.

Becker attorneys defend title insurance companies, their agents, and their insureds in all aspects of title claim issues including mortgage fraud, lien and mortgage priority disputes, bad faith claims, bankruptcy proceedings, and title agent due diligence. Additionally, attorneys routinely counsel clients on matters involving the interpretation of insurance policies and various other coverage issues.

Our Title Insurance Defense practice is complimented by our diverse team of real estate transactional, financial services, and litigation attorneys, as well as by the firm’s affiliated title company, Association Title Services (ATS).