Our Insurance Regulatory and Transactional Group provides comprehensive strategic and tactical U.S. regulatory, corporate and tax advice to leading U.S. and non-U.S. re/insurers and intermediaries. We can handle any transactional or regulatory matter in any U.S. jurisdiction, no matter the size or complexity, by drawing on resources in each of our 12 offices. We provide a one-stop shop for the industry, with complementary practitioners who know the insurance business.
We handle many cross-border matters and partner with an extensive network of carefully chosen and responsive local counsel. Over the last year we helped our insurance clients close $2.5 billion in M&A deals and favorably resolved various regulatory and enforcement matters. We are proud that many high-profile clients, some of the most recognizable and respected names in the re/insurance industry, come to us with their most complex and high-stakes matters.
Chambers USA 2019 named Drinker Biddle a noted firm for Transactional & Regulatory work in New York and Nationwide. Many of our partners were also recognized for their international capabilities.
As a multi-disciplinary team with a global client base, we draw on a wide range of business/legal/regulatory experience in all industry sectors, including reinsurance, property and casualty, financial and mortgage guaranty, and life, accident and health insurance. A selection of our recent engagements follows:
- Radian Group as regular corporate counsel for the NYSE-listed company, regularly handling Radian’s securities transactions and corporate governance matters.
- A $3 billion U.S. medical professional liability insurer in its internal restructuring, including redomestication, holding company mergers, service company and employee transitions, and related issues.
- A managing general agent in connection with a multi-state market conduct investigation involving certain types of insurance and non-insurance products.
- A global life insurance company in connection with a multi-year internal compliance investigation.
- A Bermuda insurance group in building its U.S. insurance and reinsurance platform in multiple states, including licensing, corporate governance, affiliate agreements and real estate leases.
- A life insurer in connection with its social media and other electronic marketing and sweepstakes initiatives.
- Ironshore Inc. in the $2.2 billion acquisition of the company by Shanghai-based investment group Fosun International Ltd. (U.S. and non-U.S. regulatory advice).
- Enstar Group Limited in multiple acquisitions, including the $218 million acquisition of Companion Property and Casualty Insurance Company, the $252 million acquisition of SeaBright Holdings, Inc. and the $181 million acquisition of Household Life Insurance Company of Delaware and HSBC Insurance Company of Delaware.
- Enstar Group Limited and Stone Point Capital a Connecticut-based private equity firm, in the $646 million acquisition of Torus Insurance Holdings Limited.
- Enstar Group Limited in a $357 million deal to reinsure all of the run-off workers’ compensation carve-out and occupational accident business of ReliaStar Life Insurance Company and its Canadian branch.
- A major car rental company in connection with structuring a program under which the rental car company offers auto liability coverage to auto rental customers and related regulatory matters, including producer licensing issues, drafting of limited lines producer licensing exceptions in a number of states, matters relating to licensing of ticket agents, compensation arrangements and contract wording.
- Lloyd’s and the IUA as principal outside counsel on state, NAIC and certain federal matters.
- Lloyd’s managing agents in structuring U.S. group insurance programs, including travel insurance and other member benefit insurance programs.
- A specialty insurer in connection with an investigation by the New York Department of Financial Services into OFAC sanctions compliance.
- Coverys in its formation of a New Jersey domestic surplus lines insurer, the first of its kind in New Jersey.
- A specialty insurer in connection with an MGA agreement to write private flood insurance.
- Canopius Group Limited, as U.S. counsel, in the sale of the company to Sompo Japan Insurance Inc. for $96.3 billion yen (approx. $963 million) and associated post-sale U.S. restructuring.
- Canopius Holdings Bermuda Limited in connection with the private sale of its equity for $216 million and the immediate subsequent acquisition of Tower Group Inc. to create an entity with a combined value of more than $1 billion.
- PartnerRe, a publicly traded global reinsurer, as regulatory counsel, in its $72 million acquisition of Presidio Reinsurance Group.
- A managing general agency in connection with the sale of jewelry property insurance and related regulatory matters, including discounts and promotional programs, rebated and inducement issues, advertising and structuring arrangements with commercial referral sources.
- A major international insurance broker in connection with U.S. insurance regulatory matters including producer, consultant and adjuster licensing advice.
- An investor consortium consisting of financial and strategic investors in the proposed $3.5 billion acquisition of Transatlantic Holdings, Inc. in a competitive/hostile auction process.
- A large off-shore insurance conglomerate in connection with forming a captive U.S. property and casualty agency and obtaining producer licensure on a 50-state basis, including intercompany agreements, Form D affiliated transaction filings in connection with producer agreements with affiliated U.S. insurers, and related regulatory issues.
M&A and Transactional
- Mergers, acquisitions, divestitures, capital raises, primary and secondary offerings – public or private
- Run-off, restructuring/reorganization, redomestications
- Complex structured re/insurance transactions
- Loss portfolio transfers, novations, assumptions, commutations
- Go-to regulatory and tax counsel for non-U.S. entities operating in the U.S. re/insurance market cross-border or through U.S. platforms, including development of operating guidelines, surplus lines approval through NAIC listing, multi-beneficiary reinsurance trusts, "certified" reinsurer status and/or forming subsidiaries or branches, licensing U.S. insurers or affiliate brokers/MGAs
- Regulatory counsel in connection with M&A, change of control and affiliate transactions
- In-house counsel support on structuring and documenting significant/novel/multi-state insurance and reinsurance placements, including associated producer/intermediary arrangements
- U.S. economic sanctions compliance and regulatory investigations
- Guidance on the NAIC and various state risk management, ORSA, group supervision, solvency and corporate governance initiatives
- Data security/privacy compliance reviews, and related assistance with electronic marketing and negotiation of sophisticated vendor agreements
- Counsel to re/insurers facing U.S. regulatory reviews and investigations
Alternative, Institutional & Third-Party Capital Convergence
- Insurance risk linked securitizations, ILWs, sidecar formation and offerings, related risk transfer structures to the alternative markets and institutional capital
- Cat convergence platform and fund formation and administration
- Private cat & non-cat XOL and complex structured quota share reinsurance, with varying arrangements on collateral and leverage, single and multi-party reinsurance trust arrangements
"Recognised Practitioner," Nationwide, Insurance: Transactional and RegulatoryChambers USA (2019)
- Capital Markets and Securities
- Corporate and Securities
- Corporate Finance
- Corporate Governance
- Corporate Restructuring
- Business Tax
- Corporate Venture and Innovation
- Emerging Companies and Venture Capital
- Employee Benefits and Executive Compensation
- Government and Regulatory Affairs
- Health Care
- Insurance Litigation and Coverage
- Intellectual Property
- Investment Management
- Labor and Employment
- Litigation and Internal Investigations
- Lobbying, Policy and Advocacy
- Mergers and Acquisitions
- Private Equity