Our insurance regulatory services include:
- Counseling clients on licensing/authorizing insurance companies on an admitted or surplus line basis, product evaluation and form filing, and financial examination and market conduct examination issues
- Licensing of producers, administrators, and other entities (both in traditional settings and in evolving electronic distribution), affiliated and other holding company act transactions, various aspects of reinsurance (such as financial statement credit and statutory accounting issues, use of cut-through endorsements, collateral arrangements, insolvency-related risks and administrative services arrangements), investment compliance, corporate governance, insolvencies, and insurance guaranty fund representation
- Analyzing regulatory issues and concerns that arise in the due diligence phase of transactional opportunities, in negotiating representations, warranties, covenants, and indemnities, and in evaluating structural alternatives and other issues that may impact the regulatory approval process
- Assisting in responding to market conduct examinations and to subpoenas from state insurance departments and state attorneys general, in addition to conducting compliance reviews
Our international team includes our non-lawyer specialist with 31 years of experience in the California Department of Insurance, where he was responsible for all aspects of insurer financial regulation and monitoring.
Our team represents buyers and sellers in insurance combinations, providing seamless legal services on all of the corporate and regulatory aspects of a deal. Our transactional work encompasses mergers and acquisitions, corporate finance, capital markets, structured finance, reinsurance transactions, strategic investments, IT, outsourcing, and e-commerce matters.
While we have been involved in some of the most significant insurance M&A transactions in the U.S., we know how to appropriately staff and execute smaller transactions. Our team evaluates proposed structures and their regulatory, tax and operational ramifications and, where necessary, develops satisfactory alternatives. We can quickly and efficiently assemble a team to tackle the due diligence demands of a transaction, prepare required filings with insurance and securities regulators, and coordinate the negotiation and documentation process. Our team also promptly handles and post-closing or ongoing issues to help ensure that the benefits of the transaction are retained.
Our depth in capital markets and corporate finance work enables us to complete all types of public and private securities offerings, tender offers, insurance-linked securitizations, surplus note and trust preferred issuances, CAT bonds, sidecars, and other financing transactions. Additionally, we have experience with novel structured finance transactions involving risks related to the life insurance, property-casualty, and reinsurance businesses. In these deals, we represent issuers, sponsors, underwriters, and collateral managers.
We regularly handle the sale of blocks of business through reinsurance arrangements and renewal rights transactions, and help devise capital markets solutions for life insurers and reinsurers involving the risks related to closed blocks. Our firm is among the few in the U.S. that has represented clients in significant demutualization transactions, and we have extensive experience in structuring joint venture marketing alliances among insurers, retailers, banks, and other financial institutions.
Our insurance attorneys have extensive experience in the health insurance and managed care business. We are a leading firm in the structuring, negotiating, and documenting of unique joint venture relationships between health insurers and large hospital systems that involve the sharing of risk through reinsurance, as well as the joint ownership and operation of health plans.
We review privacy policies and procedures for compliance with the major privacy laws, with a focus on review of control structures and training programs. Our team also helps insurers implement the multiple layers of information security requirements simultaneously and efficiently. We have long-term experience with the retention and production of e-records, particularly unstructured data, such as emails, and have helped clients develop new policies and programs and investigate existing and potential controls available to enable compliance with these policies and programs.
Our team advises both traditional and startup insurance industry clients in the insurtech space across a broad spectrum, including in insurance and reinsurance regulatory matters, mergers and acquisitions, data privacy and security, and the use of technology in claims handling and underwriting, among many other areas.
For decades our team has served clients in the areas of captive insurance and alternative risk transfer. We organize captive insurance companies and have extensive experience structuring so-called “exotic” captive insurance companies, as well as cell captives.
Our comprehensive service extends to the areas of insurance regulation, taxation, securities, and corporate aspects of captives. We counsel clients on capital structure, including appropriate provisions for the captives’ articles of incorporation, bylaws, shareholders agreements, and other related corporate documents.
Our attorneys have a thorough understanding of reinsurance arrangements, including collateralization requirements and financial statement credit for reinsurance obligations. We advise clients on the application of producer licensing and state unauthorized insurer laws, as well as on securities law requirements, including SEC, blue sky registration requirements, and anti-fraud disclosure requirements.
We offer clients an interdisciplinary team of attorneys with insurance regulatory, corporate, and litigation experience. Our attorneys help clients navigate a wide range of challenges and issues, ranging from attorneys general investigations and securities transactions to shareholder and FCRA litigation. We regularly work with state insurance departments, insurers, reinsurers, investors, hedge funds, municipalities, and others.
