Let's talk asset management M&A: Episode 2: Deal structure and value

In the second episode of our vodcast series, Richard Sheen and Clementine Hogarth, partners in our London Financial Institutions team continue their discussion on asset mangement M&A, exploring deal structure and value. They discuss the practical considerations behind share vs asset purchases, including when statutory transfers like Part VII may be appropriate. Valuation is a key focus, particularly the role of assets under management (AUM) and investment management agreements (IMAs) in underpinning business value. The episode outlines how deal consideration can be shaped by mechanisms like completion adjustments, earn-outs, and protections against client attrition—especially during the period between signing and closing. The conversation highlights how long-term AUM commitments and extended IMAs are increasingly used to lock in value—particularly in joint ventures. Governance, control rights for minority shareholders, and reputational safeguards are also explored, along with the strategic rationale behind joint venture structures.