Our corporate and regulatory insurance practice has a national and international focus, combining our unique knowledge of the insurance industry and our understanding that clients want concrete and efficient solutions. Our clients include a broad range of participants in the insurance market including high net worth individuals and business policyholders, domestic and foreign insurance and reinsurance companies, special purpose vehicles, agents, retail and wholesale brokers, investment banks and other financial institutions, and service providers. Our knowledge, experience, and familiarity with insurance, corporate, and derivative and securities law issues allow us to provide complete and comprehensive resolutions to complex issues in a timely and cost-effective manner. We appreciate that insurance is not merely an unavoidable expense item but an important asset that should be incorporated into the strategic planning for any business.

We have advised clients in corporate and regulatory matters involving:

Capital Markets

• Monetization transactions for insurance companies including agent commissions, life settlements, premium finance, and non-liquid assets;
• Corporate funding transactions for insurance companies such as surplus notes, capital notes, and other statutorily permitted instruments;
• Investments in insurance-linked securities — such as catastrophe bonds and sidecar transactions covering a wide spectrum of natural perils and financing structures, life insurance and annuity arbitrage bonds, mortgage-linked notes, weather-linked notes, residual value insurance, premium finance funding transactions, and embedded value and closed block transactions — as well as the attendant corporate, insurance, securities, and regulatory negotiations and documentation; and
• Life settlement and premium finance transactions for the range of participants in the market, including life settlement providers, intermediaries, financing entities, institutional investors, and funds. Some of the transactions we handle include: establishing and structuring dedicated funds; developing and filing required seller-facing life settlement documentation; developing service provider and investor documentation; structuring, due diligence, documenting, and negotiating the sale and acquisition of life settlement and premium finance portfolios and financing facilities; regulatory compliance in life settlements and premium finance; and establishing the structure for an online platform designed to facilitate life settlement transactions.

Insurance and Reinsurance Transactions

• Structuring reinsurance transactions for on-shore and off-shore reinsurers, including handling credit for reinsurance issues, establishing reinsurance trusts and service agreements, negotiating agreements, and obtaining regulatory approvals;
• Handling bank-owned and corporate-owned life insurance transactions; and
• Developing and drafting specialized or customized insurance policies and endorsements on behalf of insurers, insureds, specialty brokers, and other insurance market participants.

Corporate Organization and Reorganization Transactions

• Mergers, acquisitions of and investments in insurance companies by domestic and foreign acquirers — including compliance with domestic and foreign regulatory requirements –whether through stock transactions, asset purchases, combinations, or reinsurance arrangements;
• Corporate restructurings, including spin-offs, divisions, divestitures, the establishment of holding companies, and other forms of corporate reorganization; and
• Establish onshore and offshore insurance and reinsurance companies, including captive insurers, transformers, special purpose vehicles, cell companies, and series entities.

Regulatory and Compliance Issues for Insurance Companies

• Permitted investments for insurance companies and risk-based capital requirements;
• Marketing and sales practices;
• Market conduct and financial examinations by state insurance regulators;
• Insurance insolvency and receiverships;
• Insurance and securities licensing and agent issues;
• Service contracts and extended warranties;
• Securing the approval by state insurance departments of rate filings, new products and insurance forms, and surplus lines filings and compliance;
• Gramm-Leach Blilely, HIPAA and other privacy and data security compliance matters; and
• Establishment of compliance and control procedures and programs.