Insurance & Reinsurance

Insurance Regulatory & Transactional

One of few U.S. firms with a large group of corporate lawyers with deep insurance regulation experience.

Meet the team
WHY LOCKE LORD

The insurance industry is constantly facing new challenges arising from technological innovation, market consolidation, new competitors and increasing regulation and oversight. With more than 100 years of experience serving all segments of the insurance industry, Locke Lord helps its insurance industry clients meet today's challenges while preparing for the opportunities of tomorrow. Our deep experience in insurance regulation enables us to provide enhanced value and insight into many issues associated with mergers, dispositions and acquisitions of insurance companies or their insurance-related assets and liabilities through various forms of reinsurance and the sale of renewal rights.

Our clients are drawn from the United States and from around the world and span the property/casualty and life/health sides of the industry. We routinely practice before all state insurance departments. A number of our lawyers and non-lawyer regulatory specialists have backgrounds with state insurance departments. We are active in various state and federal legislative matters and routinely participate in the activities of the National Association of Insurance Commissioners (NAIC).

Regulatory Services

Locke Lord's 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 color the regulatory approval process
  • Assisting in responding to market conduct examinations and to subpoenas from state insurance departments and state lawyers general in addition to conducting compliance reviews

We have an accomplished bench of insurance regulatory lawyers in our offices across the United States, including a former Deputy Director of Consumer Education and Protection for the Illinois Department of Insurance. In addition, our non-lawyer specialists add substantially to our insurance regulatory capability, including a former Deputy Commissioner of the California Department of Insurance, a former Deputy Commissioner for the Financial Surveillance Branch of the California Department of Insurance, and the former Chief Examiner of the New York State Insurance Department.

Corporate and Transactional

Locke Lord's transactional work encompasses:

  • Mergers and acquisitions
  • Corporate finance
  • Capital markets
  • Structured finance and reinsurance transactions
  • Matters relating to life settlements and secondary market transactions
  • Strategic investments, IT, outsourcing and e-commerce matters

Whether representing the buyer or seller in an insurance combination, we regularly handle all corporate and regulatory aspects of the deal. We have been involved in some of the most significant insurance M&A transactions in the United States. Similarly, we are flexible enough to appropriately staff and execute smaller transactions. We evaluate proposed structures and their regulatory, tax and operational ramifications and, where necessary, develop 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. If issues arise or there is ongoing work to be done following the closing, we will promptly deal with these matters to assure the benefits of the transaction are retained.

Locke Lord’s 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

Our experience also covers 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 sales of blocks of business through reinsurance arrangements and renewal rights transactions and have helped devise capital markets solutions for life insurers and reinsurers involving the risks related to closed blocks. Locke Lord is one of the few U.S. firms to have represented clients in significant demutualization transactions. We also have extensive experience in structuring joint venture marketing alliances among insurers, retailers, banks and other financial institutions.

Health Care

Our insurance lawyers work closely with our Health Care/Managed Care lawyers for clients involved in the health insurance and managed care business. We are a leading firm in structuring, negotiating and documenting 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.

Privacy

We review privacy policies and procedures for compliance with the major privacy laws, with a focus on review of control structures and training programs as well as help insurers implement the multiple layers of information security requirements simultaneously and efficiently. We have long-term experience with 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.

InsurTech

Our group 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, the use of technology in claims handling and underwriting and many other areas.

Life Insurance Policy Settlement and Secondary Market Securitizations Services

Effective representation of clients involved with the life settlement industry requires a broad grasp of the many diverse facets of the business, which embraces state insurance regulatory issues, federal and state privacy laws, corporate and securities laws, federal and state tax issues and the need to reconcile these concerns in efficient and innovative structures.

Through our active involvement with the U.S. domestic and international organizations that develop, adopt and implement new laws and regulations, such as the NAIC, NCOIL, LISA and ELSA, we maintain perspective on key political and regulatory concerns and business developments affecting life settlements and other secondary market transactions.

Our lawyers know the life settlement industry and our experience helps clients become licensed, obtain financing, complete deals and establish relationships. We regularly write and speak on industry issues for various industry groups.

Captive Insurance Services

Locke Lord's lawyers have decades of experience in the captive insurance and alternative risk transfer areas of the insurance industry. We organize captive insurance companies and have done extensive work structuring so-called “exotic” captive insurance companies as well as cell captives.

Our experience extends to the areas of insurance regulation, taxation, securities and corporate aspects of captives. We counsel clients on capital structure, including appropriate provisions and wording for the captives' articles of incorporation, bylaws, shareholders agreements and other related corporate documents. We help clients meet insurance regulatory, financial and investment requirements.

Our lawyers have a thorough understanding of reinsurance arrangements, including collateralization requirements and financial statement credit for reinsurance obligations. Our experience also includes application of producer licensing laws and state unauthorized insurer laws as well as securities law requirements, including SEC and blue sky registration requirements as well as anti-fraud disclosure requirements.

Financial Guarantors/Insurers

The Financial Guaranty Insurers section serves the needs of a wide range of clients, such as state insurance departments, insurers, reinsurers, investors, hedge funds, municipalities and others. Our group offers clients an experienced interdisciplinary team of insurance industry regulatory, corporate and litigation lawyers. The group offers the following combination of skills to address legal issues at any stage:

  • Investigations/advice
  • Strategic advice and policy development
  • Attorney general investigations
  • Insurance commissioner investigations
  • Predatory lending/regulatory investigations
  • Mortgage compliance review
  • Congressional legislation advice
  • Finance
  • Bankruptcies
  • Restructuring
  • Workouts
  • Transactions
  • Distressed loan repurchase
  • Sale of financial institutions
  • Real estate portfolio sale
  • Securities
  • Securities-related advice and investigations
  • Shareholder and hedge fund litigation
  • Litigation
  • Fair Credit Reporting Act litigation
  • White collar criminal defense
  • Securities class action and derivative litigation
  • Busted deal litigation
  • Discrimination litigation
  • Consumer class action litigation
  • Insurance-related issues and litigation
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