Naughty and Not so Nice
Happy New Year, everyone. What a 2025. And if the year needed a final exclamation point, it was the Howden holiday raid on Brown & Brown.
As an ex-Hays employee, I won’t pretend this didn’t hit a nerve. It did.
In 2018, Hays Companies, led by Jim Hays, sold to Brown & Brown for nearly $750 million. During my time at Hays, we consistently sold against the idea of large conglomerate brokerage models. Ironically, Jim himself had founded Hays in 1994 after executing a similar lift-out from Aon. The ethos of Hays was simple: be a people-first, relationship-driven broker that won with expertise, not scale.
That is precisely why the 2018 sale rubbed so many of us the wrong way. It directly contradicted the principles we had been selling for years.
I was one of the first producers to leave post-acquisition, and I paid for it. I was made an example of and sued by Hays and the team. I’ll be the first to admit that, with the benefit of hindsight, I would have handled my exit differently and more carefully. That said, I didn’t steal clients. I left the way most producers do: with the intention of reconnecting with clients after my non-solicit expired. I followed the rules of engagement.
From 2018 through the summer of 2025, Jim Hays remained at Brown & Brown as Vice Chair of the board, publicly and forcefully defending the transaction. During that time, the changes many of us anticipated came to pass. The Hays offices were rebranded, integrated, and fully absorbed into the Brown & Brown system.
This occurred despite assurances at the time of sale that Hays would retain its name and operate independently. That promise evaporated. And to be clear, from a pure branding standpoint, full integration was inevitable. Allowing parallel brands would have diluted Brown & Brown’s identity as acquisition velocity increased. Consolidation was always the logical outcome.
Then, in the summer of 2025, Jim Hays stepped off the Brown & Brown board and joined Howden’s new U.S. venture as Vice Chair of Howden, globally.
After a failed attempt to acquire Risk Strategies, Howden pivoted to a national lift-out strategy. It began with the energy group at Marsh McLennan Agency (formerly McGriff), led by Parish and team, followed by similar moves targeting talent from Aon, WTW, and others.
But last week marked something entirely different.
Howden shifted its focus from property and casualty to employee benefits and executed its largest, most centralized lift to date, taking more than 200 employees from Brown & Brown.
The headline number alone was significant. What becomes far more interesting is what’s underneath the hood.
Roughly 80 of those employees came from Minneapolis, specifically the former Hays Companies office. That represents approximately 80 percent of that office’s benefits department. A similar concentration occurred in Boston, the epicenter of the current litigation, led by long-tenured Hays leadership.
I won’t name individuals here. You can read the complaint yourself. The text messages laid out in the pleadings speak volumes, including evidence of a coordinated, premeditated holiday raid on accounts.
In its newly filed pleadings, Howden characterizes this event as an employee revolt driven by poor management and compensation. Apparently, these issues only surfaced after seven years and only once Jim Hays assumed leadership of Howden’s U.S. strategy. Only then, as a group, did these employees allegedly realize that Brown & Brown no longer had a viable formula for success.
That framing strains credibility.
In my view, the hypocrisy and poor form here are staggering.
First, Howden is, at its core, a London-based wholesaler, or at least it was. For decades, it cultivated U.S. retail and wholesale relationships through its legacy as RK Harrison. Few would have predicted that this firm would eventually raid its own client base, breaking trust that took years to build. Trust, once broken, is extraordinarily difficult to restore. Not exactly a strong foundation for a new U.S. platform.
Second, Jim Hays and team sold for nearly $1 billion in today’s dollars, championing Brown & Brown as the perfect long-term home. Now, just seven years later, the apparent trajectory is a reunification of the remaining Hays contingent under the same leadership that endorsed the sale.
People are free to make their own career choices. But if “bad management” becomes a retroactive justification to break covenants and unwind a transaction after the check clears, then those agreements are meaningless. Every integration challenge becomes a license to raid. Every non-solicit becomes optional.
Given my own experience, this hypocrisy is hard to ignore. The same group that aggressively enforced covenants against me is now positioning those same covenants as disposable. It reflects a worldview where rules apply selectively.
Finally, there is the most consequential issue of all.
This is now a damages case.
The covenants were clearly violated. That will be difficult to dispute. What remains unresolved is how damages are valued, specifically accounts transferred prior to the Temporary Restraining Order (filed by Brown and Brown which would stop any future account transfers). That determination will be left to a judge or jury.
This is dangerous territory.
Public brokerage valuations are built on the assumption that a dollar of EBITDA is worth ten dollars or more in forward value. But what happens if a court determines that a dollar of account EBITDA is worth two or three dollars instead? From a litigation standpoint, that would obviously benefit Howden. But in doing so, it risks resetting valuation assumptions across the entire brokerage sector.
This case, playing out in full public view, has the potential to reprice the industry.
A legal win for Howden could be a structural loss for insurance brokerage as a whole.
That’s why, in my prior post, I emphasized the importance of playing nice in the sandbox. Cooperation keeps autonomy within the brokerage community. This strategy hands that autonomy directly to the courts.
Once that happens, no one controls the outcome.