Insurance

Safety maskOur insurance practice is directed at serving the transactional, regulatory and counseling needs of the insurance and reinsurance industries. Our experience has been acquired over many years of advising on traditional and non-traditional transactions in the insurance and reinsurance space.  We have structured and implemented innovative alternative market arrangements involving insurance-related derivatives, sidecars and other forms of risk securitization and financing for the life and property-casualty industries, and have advised industrial, financial and professional companies on their commercial insurance and self-insurance programs.

Our practice includes the following services:

Insurance Company Formation and Governance

The formation of an insurance company or other regulated insurance entity requires an awareness of an array of legal, financial and practical issues. Our lawyers have extensive experience in structuring, forming, licensing and counseling various types of life and property and casualty insurance companies both in the U.S. and overseas, as well as other insurance-related enterprises such as insurance agencies, brokers, reinsurance intermediaries, managing general agents, third-party administrators and consulting organizations. In connection with risk transfer and securitization products, we have developed skill in structuring and deploying offshore special purpose vehicles as well as licensed offshore insurance entities. We also have helped clients address corporate governance matters including those dictated by domestic and foreign insurance regulations as well as Sarbanes-Oxley and related SEC rules and exchange listing requirements.

Non-Traditional Risk Transfer and Securitizations

The capital markets are playing an ever increasing role as a source of capacity for the financing and assumption of insurance-related risk. Insurance risk, such as catastrophe risk or mortality risk, is now being viewed as an investment risk in the same way as credit risk or interest rate risk. This risk can be packaged as a risk mitigation tool for insurers and reinsurers or as an investment opportunity for institutional investors. We have advised in the structuring and implementation of transactions that shift insurance risks to the capital markets and allow capital market investors to participate in the risks as a form of investment. Our lawyers also have advised clients in developing insurance and/or derivative alternatives to transfer specialized weather, crop, commodity and financial-market risks.

Insurance/Reinsurance Product Development

We have advised clients in the development of new insurance products, for sale both to retail property/casualty and life/annuity consumers as well as among commercial insurers and other financial services entities. Our services in this area include policy design and drafting, tax and regulatory consultation, and interface with our clients' non-legal advisers in the product design arena. The broad range of products in which we have been involved include customized covers for specialized retail or institutional markets, “drop down” and “clash” reinsurance covers, wind-only catastrophe products for coastal residential properties, group annuities and tailored quota share arrangements for property insurance.  Our work in this area has also included design of back-to-back "transformer" products to transfer traditional insurance or reinsurance risk to non-insurance risk bearers via the capital markets. In addition to designing and drafting the product documentation, we have assisted our clients in obtaining required approval or exemption of such products from concerned state regulators.

Capital Markets Transactions and Financings

Insurers and reinsurers seek access to the debt and equity markets to raise capital for asset growth, business development, significant corporate transactions and for risk transfer. We are very familiar with the various corporate finance strategies available to insurance and financial services companies, and the related regulatory and financial issues. We have represented insurance holding companies and insurers, as well as underwriters and financial advisors, in traditional public, Rule 144A and private offerings of common stock, preferred stock, warrants, debt securities, surplus notes, guaranteed investment contracts and funding agreement programs. We have also advised clients in the creation, structuring, and debt and equity financing of insurance sidecars domiciled in Bermuda and other offshore jurisdictions.  We have extensive securities law capabilities in connection with merger and acquisition transactions, spin-offs, tender offers, exchange offers and proxy and consent solicitations.

Mergers and Acquisitions

Our practice covers the full range of M&A services, including public and private company mergers and stock and asset acquisition and divestiture transactions, mutual company mergers, demutualizations, joint ventures, private equity and venture capital investments, leveraged buyouts, spin-offs, recapitalizations, unsolicited takeovers and takeover defenses and issuer and third-party tender offers. We have represented insurers in connection with acquisitions of books of business through renewal rights, take-outs and other transactions and the purchase and sale of shell companies. We have also addressed the wording of reinsurance treaties and administrative and transitional fronting arrangements relating to sale transactions.

Our lawyers appreciate the unique aspects of an insurance company’s operations and the corresponding insurance regulatory, securities, taxation and accounting regimes that are implicated in insurance industry acquisitions and dispositions.

Regulatory Compliance

Regulation affects an insurance company’s operations at every level as the business of insurance in the U.S. is primarily regulated by the individual states. As a result, effective legal representation of a U.S. insurer requires an appreciation of the regulatory aspects of a particular transaction and the ability to navigate the multi-jurisdictional web of insurance regulation. Our lawyers have extensive knowledge and experience in nearly all aspects of insurance regulation. We have advised clients on a broad range of regulatory matters including insurance holding company systems regulation, credit for reinsurance requirements, market conduct compliance, invested asset regulation, overall solvency standards, risk-based and other capital requirements, as well as the regulation of captive insurers, financial guarantee insurers and insurance intermediaries, such as producers, third-party administrators, managing general agents and reinsurance intermediaries.  We also advise on the impact of the latest legislative and regulatory developments.