Asset Management M&A Transactions: Negotiating Deal Terms and Addressing the Assignment of Advisory Contracts (Part One of Two)

There has been an increase in the consolidation of asset managers in recent years, often as a way for managers to streamline efficiencies and reduce costs associated with operating asset management companies. Although the key steps in an asset management M&A transaction are similar to any other M&A transaction, some issues and considerations are unique enough to warrant extra attention from interested managers. The topic was covered in a program at the Investment Company Institute’s 2021 Virtual Mutual Funds and Investment Management Conference, which featured Willkie Farr partners Laura L. Delanoy, Elliot J. Gluck and Benjamin J. Haskin. This first article in a two-part series describes common structures of the transactions and key terms that arise when negotiating the deal documentation, as well as regulatory concerns and the process of obtaining client consents. The second article will address issues that arise in the due diligence process and how certain problems discovered during that process can affect the transaction terms. For additional commentary from Willkie Farr partners, see our two-part series: “Merits of the Pledge Fund Model and Attendant Fund Formation Issues to Consider” (Jun. 16. 2020); and “Notable Terms and Negotiating Points When Forming and Operating a Pledge Fund” (Jun. 23, 2020).

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