Insurance: Corporate & Transactional
Our corporate and transactional work in the Insurance sector includes M&A, complex reinsurance transactions, insurance company (and insurance brokerage) formation and redomestications, joint ventures, corporate reorganization transactions, InsureTech transactions and a wide range of third party and affiliate service, agency, administrative and other agreements relating to the operation of our Insurance sector clients’ businesses.
Our global Insurance M&A team is consistently recognized for our market-leading position in M&A transactions by deal count and for our particular skill with middle market M&A in both the U.S. and UK. Our Insurance M&A team provides deep sector expertise for insurance industry transactions with team members having decades of experience representing insurance industry clients and significant regulatory expertise.
Our Insurance M&A team’s experience ranges from simple acquisitions of shell insurers, to complex, multi-layered acquisitions requiring extensive pre-sale transactions, such as reinsurance of unwanted blocks of business, restructurings, and demutualizations. We also have significant experience with insurance agency and brokerage acquisitions. Our regular involvement in competitive auctions and our experience in acting on both sell-side and buy-side deals gives us a well-rounded, commercial perspective.
Dedicated Insurance M&A Practice – We regularly advise leading insurance, reinsurance and insurance intermediary clients in both the general/property and casualty and life sectors on strategic M&A, joint venture and corporate structuring transactions, including mergers, share acquisitions and disposals, acquisitions and disposals of blocks of business, renewal rights transactions, and a variety of transactions to release trapped capital. Clients include insurance and reinsurance companies, Lloyd’s syndicates and managing agents, brokers and distributors, and legacy acquirers. We have a leading practice in the UK transferring legacy business through Part VII transfer schemes and regularly advise on share sales and acquisitions in the legacy sector. Many of our transactions are cross-border in nature and our industry specialists regularly collaborate across our global platform to handle country specific issues. Our Insurance M&A team also leverages off the strength in other areas of our practice such as Tax, Data Privacy/Security, Employment & Labor, and Employee Benefits so that the full depth of our firm’s expertise is brought to bear where relevant for insurance industry transactions.
Strategic Alternatives & Corporate Reorganizations – We have guided large, multi-national insurance companies through all manner of complex transformations. We manage these projects holistically, addressing the multi-disciplinary considerations each project raises, such as issues relating to cross-border regulations, tax, IT systems, employment, financing/investments, IP and vendor/commercial contracts.
Insurance Regulatory Filings and Approvals – Because our Insurance Team includes Insurance Regulatory experts, we incorporate state and federal regulatory considerations into deal structures and then shepherd them smoothly through the regulatory approval process. Our regulatory experts (which include a former insurance regulator) have substantial experience obtaining insurance regulatory approvals in all jurisdictions, including those requiring full administrative hearings. We routinely handle insurance company changes in control (Form A) and associated filings (affiliate and material transactions and market share increases) in transactions ranging from simple shell acquisitions to complex, multi-jurisdictional mergers and acquisitions. We appreciate the unique approach required for regulatory approvals involving private equity deals, transactions requiring multi-jurisdictional approvals, and those involving multiple regulated industries, such as banking-insurance mergers.
Additional Insurance Corporate and Transactional Expertise
We regularly advise on complex reinsurance arrangements, including reinsurance program design and implementation. We also draft and negotiate affiliate and material agreements for our insurance clients, ensuring they comply with insurance regulatory requirements and, where necessary, assisting with regulatory filings and approvals. Our work in this area includes agreements between insurers and their affiliates (such as cost-sharing, tax allocation, reinsurance and pooling agreements), as well as extraordinary dividends, surplus note and other financing transactions, and distribution agreements of various types (agency, MGA/MGU and others).