Insurance Intermediary Due Diligence: M&A Checklist for Investors and Buyers

Acquiring an insurance broker means acquiring far more than EBITDA. Portfolio quality, retention, carrier relationships, compliance, people, technology and integration readiness determine how much value is truly transferable after closing.

Due diligence is not only financial

Insurance distribution due diligence should connect financial performance with portfolio quality, operational resilience and execution risk. Buyers are increasingly focused on earnings durability, client retention and integration readiness.

1. Corporate perimeter and governance

• ownership structure and shareholder arrangements;
• delegations and signing authority;
• effective governance and decision-making;
• related-party and intragroup relationships;
• material corporate or contractual disputes;
• dependency on operating shareholders or key individuals.

2. Regulatory permissions and distribution compliance

• registrations and permissions;
• distribution network and collaborators;
• collaboration agreements;
• pre-contractual documentation and sales processes;
• network oversight and controls;
• complaints, inspections and regulatory proceedings;
• privacy, cybersecurity and record-keeping controls.

3. Portfolio composition and recurring revenue

• premiums and revenues by line of business;
• recurring versus non-recurring revenue;
• active clients and retention;
• client concentration;
• carrier concentration;
• retail, SME, corporate, specialty and affinity mix;
• geographical distribution;
• average duration of client relationships.

4. Carriers, appointments and insurance capacity

• carrier agreements and distribution appointments;
• duration, termination and change-of-control provisions;
• commission levels;
• commercial bonuses and incentives;
• specialist capacity and market access;
• dependency on individual carriers;
• delegated authorities, where applicable.

5. Retention and quality of growth

• client retention;
• revenue retention;
• new business production;
• cross-selling;
• organic growth;
• cancellations and churn;
• performance by producer and commercial team.

6. Normalized EBITDA and earnings quality

• non-recurring items;
• personal or extraordinary expenses;
• shareholder remuneration normalization;
• missing or deferred costs;
• post-closing investment requirements;
• synergies separated from standalone results;
• working capital and seasonality.

7. People, producers and succession

• effective organizational chart;
• key producers;
• revenue concentration by producer;
• contracts, incentives and retention plans;
• founder succession;
• management bench strength;
• hard-to-replace technical capabilities.

8. Technology, data and cybersecurity

• core management systems;
• data completeness and quality;
• APIs and data extraction capability;
• document management;
• workflows and automation;
• access controls;
• backup, business continuity and incident management;
• dependency on non-transferable software or suppliers.

9. Claims, complaints and operational risk

• complaints and disputes;
• professional errors and liability notifications;
• E&O claims;
• premium collection or remittance issues;
• carrier or client disputes;
• cybersecurity incidents;
• disciplinary or regulatory proceedings.

10. Contracts, change of control and integration

• change-of-control clauses;
• required consents;
• duration and termination rights;
• leases and strategic suppliers;
• software licences;
• collaborator agreements;
• Day 1 plan and integration roadmap.

11. Red flags to identify before finalizing the transaction

• high concentration in a few clients or carriers;
• unreconciled EBITDA;
• poor or incomplete portfolio data;
• total founder dependency;
• high turnover among key people;
• weak compliance documentation;
• non-transferable agreements;
• technology that cannot be integrated;
• unreported contingent liabilities.

The ASSINOVA approach

ASSINOVA structures intermediary due diligence in two phases. A first selective review identifies whether the target merits deeper work. Only then does a second phase open access to the full financial, commercial, regulatory, technology and operational perimeter.

This approach reduces unnecessary work, protects confidentiality and focuses attention on the issues capable of changing valuation, transaction structure and feasibility.

Related insights

• Insurance Broker Valuation and EBITDA Multiples
• Insurance M&A and Consolidation in Italy

Sources

• MarshBerry — From Deal Volume to Deal Quality: Integration as the New M&A Advantage
• MarshBerry — Buyer Due Diligence in the M&A Process
• MarshBerry — Italian Insurance Distribution M&A Q1 2026
• IVASS — Regulation No. 40/2018
• IVASS — Annual Report 2025