Zachary N. Lerner

Zachary Lerner maintains a general corporate practice with an emphasis on insurance and reinsurance regulatory and transactional matters. Zach represents domestic and international insurance companies, insurance agents and brokers, MGAs, reinsurance intermediaries, adjusters and third party administrators, captives, premium finance companies, special purpose vehicles, risk retention and risk purchasing groups, including formation, licensing, regulatory compliance, advertising, surplus lines and filing matters. Zach works with both insurance and non-insurance entities on transactional matters, including M&A, corporate, departmental and premium tax filings, annual reports and affiliate transactions.

Zach’s representative experience includes:

• Represented a number of prominent international surplus lines insurers with respect to maintaining their surplus lines eligibility in the United States, including the management of their NAIC IID filings, state eligibility lists, acting as agent for service of process and responding to their regulatory inquiries
• Provided corporate formation and regulatory licensing support for insurance intermediaries (producers, brokers, agents, reinsurance intermediaries, consultants, adjusters and TPAs), including managing renewals of licenses for entities and their respective designated responsible licensed individuals
• Acted as primary deal counsel in connection with the purchase and sale of numerous insurance companies, insurance agencies, service contract providers and other entities, including transactions involving:
  • AmTrust Financial Services
  • QBE America, Inc.
  • Armour Group Holdings Limited
  • Industrial Alliance Financial Services, Inc.
  • Pronto Insurance
  • Palladium Equity Partners
  • Santander Bank, N.A.
  • Sunderland Marine Insurance Company Limited
  • Evergreen Personal & Commercial Insurance Agency Inc.
• Served as insurance regulatory counsel in collaboration with numerous global law firms in connection with M&A transactions, including:
  
  • Assisting Warburg Pincus with respect to its acquisition of PetPlan (a leading pet health insurance provider in North America)
  • Facilitating the purchase of numerous agencies by AssuredPartners, Inc., and the sale thereof
  • Assisting a myriad of private equity firms, including facilitating the negotiation of representation and warranty insurance in connection therewith
• Provided general regulatory guidance in the admitted and surplus lines spaces to the insurance industry, including the review of insurance policy forms to evaluate regulatory compliance
• Represented clients before state insurance departments in connection with consent orders, examinations, complaints, targeting inquiries, data calls and investigations
• Assisted in obtaining form and rate filing approvals, name approvals and has assisted in obtaining insurance certificate of authorities for life, health and property and casualty insurance companies, including drafting business plans and other core documentation in connection with “UCAA” primary and expansion applications
• Drafted and filed “Form A” change of control filings for a number of prominent insurance company acquisitions in New York and other jurisdictions, and has prepared various other insurance entity change of control applications, including Texas agency filings and Florida “specialty insurer” filings
• Advised numerous “insurtechs” regarding their formation and compliance issues, including advising on evolving insurance inducement considerations, product “tying,” utilization of “app-based” or “on-demand” insurance distribution models and “dynamic-based” pricing algorithms and structures
• Consulted with clients on group insurance programs, including permissibility of association models, allocation of premium and surplus lines premium taxes, fictitious group laws, sharing of “combined limits,” and the establishment and registrations of risk purchasing groups and risk retention groups
• Provided guidance on the permissibility of “direct procurement” insurance offerings and has drafted various checklists and manuals to help insurance companies avoid tripping prohibitions against engaging in the transaction of insurance within the United States without proper licensure or eligibility
• Assisted service contract providers with respect to their M&A, licensing and compliance needs
• Drafted reinsurance documentation and helped negotiate reinsurance transactions (including assumption reinsurance arrangements, traditional quota share agreements and facultative placements), including the preparation of administrative service agreements and “Regulation 114” reinsurance trust agreements in connection therewith
• Advised on recent cybersecurity regulations, including New York’s cybersecurity compliance regime
• Provided guidance and analysis for compliance with the Terrorism Risk Insurance Act, or “TRIA,” including monitoring its various reauthorizations and guidance promulgated by the U.S. Department of the Treasury
• Monitored developments in the insurance industry (both on the state and federal level) in response to the COVID-19 pandemic
• Provided advice to clients regarding:
  
  • Blockchain technology
  • Captive arrangements
  • Appointments
  • The Dodd-Frank Wall Street Reform and Consumer Protection Act (including the Nonadmitted and Reinsurance Reform Act contained therein)
  • Drones/unmanned aircrafts
  • Life and health insurance placements
  • ILS matters
  • Mobile technologies
  • Privacy, security and “GLBA” matters
  • Telemarketing and “call center” compliance
  • Insurance company and producer fees
  • Marketing and advertising
  • “DBA” names
  • Premium trust accounts
  • Referral arrangements
  • Commission-sharing and incentive programs
  • Cannabis
  • Life and viatical settlement transactions
• Experienced working with and alongside insurance departments throughout the United States to help serve the needs of his clients