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AssuredPartner's M&A Dispute Resolution Mixed



A Delaware judge, who decides on two different state courts, allows certain fees that the former owners of a Virginia broker acquired by AssuredPartners Inc. continue, while dismissing others, in mixed decisions.

Special decisions were issued Friday by Delaware Superior Court Judge Abigail M. LeGrow of Delaware Chancery Court and Delaware Superior Court, an intermediate appeals court, in disputes over the acquisition of Haymarket, Virginia-based Sheehan Insurance Services Inc. in December 2014 to Lake Mary, Florida-based AssuredPartners, according to both decisions.

The Chancery Court decision is William Patrick Sheehan and Mark Joseph Sheehan v AssuredPartners Inc., et al. while the Superior Court decision is AssuredPartners Of Virginia LLC v. William Patrick Sheehan et al.

The Chancery Court opinion states that litigation in Chancery Court was filed on October 4, 201

9, and Superior Court litigation on October 15, 2019. Judge LeGrow was appointed to decide the action in Chancery Court "so that a judicial officer could resolve the parties' overlapping and related disputes, "according to her opinion on Chancery Court.

claims for breach of contract, with defendants claiming the complaint fails to state any claim against them.

AssuredPartners charges breach of contract in Superior Court complaint, and the charges are rejected by Sheehans.

that in connection with the sale of their insurance agency to AssuredPartners of Virginia LLC and AssuredPartners Inc. signed Sheehan's employment agreement with AP Virginia, under which P at Sheehan accepted the position of chairman of AssuredPartners Haymarket business while Mark Sheehan signed substantially the same agreement and accepted an insurance producer position.

The transaction also included a profit agreement, a limited partnership agreement and a share incentive plan. Management employees were also offered the opportunity to invest in AssuredPartners by becoming limited partners for the ultimate parent company. This offer included the right to purchase A-2 interests and the right to be assigned B-profits in the parent company, according to the decision.

On February 12, 2019, buyers terminated Sheehan's employment and classified it as "For the Cause." It also informed Sheehans that they were repurchasing their Class A-2 interests for expense and terminating their Class B interests.

On February 20, 2019, GTCR (AP) Holding, a Chicago-based private equity firm, acquired Assured Partners parent company and the surviving unit became a GTCR unit.

Sheehan's subsequent lawsuit alleges non-compliance with the profit agreement, employment contract, limited partnership agreement and incentive plan for equity.

Sheehan's allegations of breach of contract, breach of the implied covenant of good faith and fair dealing and explanatory judgment "survive under the minimum appealing standard applicable to a motion for termination."

AssuredPartners charges Sheehans in Superior Court trial with a breach of the asset's buying agents' information and guarantees, and that sellers "fraudulently conceal material facts with the goal of making Sheehan Insurance Inc. look more attractive than it was, resulting in an inflated purchase price "for its assets. Sheehans moved to dismiss the case.

" I conclude that the action cannot be dismissed as unclear at this stage of the trial, but I reject the sellers' fraudulent ability and civil conspiracy claim for failure to submit "the decision says. The remaining bills in the case include those for breach of contract and breach of the implied covenant.

Assured Partners' attorney had no comment, while Sheehan's attorney did not respond to a request for comment.

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