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Services Available
- Quantitative analysis and financial tests on financial statements
- Qualitative review of operations (including corporate governance)
- Analytical reports
- Rating agency reviews and advice, including preparing presentations, management strategies, and business plan assessment
- Assistance with regulatory examinations
Financial Services
Our Insurance and Financial Services Team, working closely with B&D affiliate companies, represents numerous financial institutions and industry trade associations on issues before Congress and federal regulatory agencies, and concerning White House and Department of Treasury policies affecting the industry. We are well-positioned to advise insurance companies, commercial banks, thrifts, industrial loan corporations, non-bank lenders, small business lenders, venture capital firms, securities firms, housing and mortgage interests and other financial industry players on key issues and projects.
We also understand that running a successful institution involves more than regulatory and legislative issues. We work together with our financial institution clients to develop strategies for broadening services and enhancing market position. Our legal and public affairs professionals are prepared to analyze the most effective and efficient means to serve your existing and potential client base, and to design and implement strategies to add to your bottom line.
As a strategic partner of the American Council of Life Insurers, Baker & Daniels works closely with ACLI staff and members on ways in which the insurance and banking industries can work together more effectively.
Insurance Insolvency
Baker & Daniels is a nationally recognized leader in the insolvency field. Our Team has proven experience in all aspects of life, property/casualty and HMO insolvencies, including:
- Troubled company supervision
- Takeover and administration
- Asset recovery and litigation
- Rehabilitation/liquidation plans
- Claim filing and handling
- Guaranty associations
- Reinsurance
- Court proceedings
- Taxes
We are intimately involved in designing bid packages for the disposition of an insolvent company's blocks of business, soliciting and evaluating reinsurance bids, negotiating and drafting a definitive reinsurance or rehabilitation agreement, and closing the deal. We also help secure the necessary court, guaranty association and regulatory blessings and prepare materials explaining the transaction to insureds.
Management/Business Consulting
With 25 insurance and financial services professionals operating out of our Washington, D.C. and Indiana offices, including two former insurance company executives (one a twelve year CEO) and a former Best financial rating analyst, the Insurance and Financial Services Team is well situated to provide a wide variety of management and business consulting services to our clients. We are practical, down to earth, experienced professionals who pride ourselves in partnering with our clients to achieve their objectives.
Among the management and consulting services we offer are:
- Strategic planning
- Senior officer team building
- Company conversions, change management and integration
- M&A analysis
- Joint Ventures/Strategic Alliances
- Distribution channel alignment, including IMO's, banks and traditional sales forces
Public Policy and Government Affairs
Change. It's radiating from Washington and affecting every corner of insurance and financial services. Companies everywhere are responding by pursuing new alliances, transforming business models and looking ahead to federal regulations not yet written and issues only beginning to emerge. Because change is so fundamental and current uncertainties so widespread, an industry built on addressing risk now faces tremendous risks itself.
For over 30 years, Baker & Daniels attorneys have counseled companies involved in the financial services industry. Our roots in America's heartland now extend to just a few blocks from where vital regulatory decisions are made in Washington, and with a growing presence in China and our affiliations with Lex Mundi and TAGLaw we are able to serve clients across the country and throughout the world.
The composition of our Team, as well as our location, reflects the new reality of the industry. Among our ranks are professionals experienced not only in insurance, but in banking, health care and corporate finance. We coordinate legal and business counsel with federal and state legislative and regulatory representation. Through the Firm's subsidiary companies, we also provide public liaison, advocacy campaign development and crisis management. Complemented by our proven strengths in banking, health care and corporate finance, ours is a comprehensive approach to serving the changing needs of insurance and financial services clients by providing:
- Legislative and regulatory advice at the state and federal levels
- Strategic planning of regulatory and legislative solutions
- Organization and participation in coalitions and industry associations
- Interaction with state and federal officials, including attorneys general
Regulatory Activities
Insurance companies are having to cope with the complexities of regulation already in existence and a future filled with unknowns. Through decades of closely monitoring regulatory developments and steering companies safely through regulatory minefields, Baker & Daniels has developed a keen understanding of the dynamics shaping this key area. Not only are we able to help corporate leadership address current regulatory issues, we provide a perspective that can help guide a business forward. Our complete support in state and federal regulatory compliance matters includes:
- Regulatory process navigation at state insurance departments
- NAIC representation
- Federal and state regulatory and Congressional advocacy campaigns
- Grassroots campaigns in support of client agenda
- Federal and state privacy initiatives
- Form A and other regulatory approvals
- Admissions to do business
- Multi-jurisdiction monitoring and surveys
- ERISA issues
- IMSA assessments and corporate investigations
- Rating agency questions
- Federal and state securities laws and proxy matters
- Administrative proceedings
- Advertising clearance
- Suitability and replacements
- Rate and form filing
- Troubled company workouts
- Insolvency matters
- Assessment of foreign jurisdiction requirements
- Risk retention groups
Insurance Company Transactions
Our Insurance and Financial Services Team has been involved in many of the important insurance industry transactions in the last several years. We counsel public and private companies who are contemplating the formation, sale, purchase or formation of an insurer, holding company, HMO or similar entity. Additionally, our professionals help clients remain in compliance with state and federal regulations while in the midst of these complex transactions. Our Team has experience with:
- Holding company, insurance company and HMO formation and licensing
- Corporate governance
- Officer and director liability
- Sarbanes-Oxley compliance
- ERISA compliance
- Mergers and acquisitions involving both public and private companies
- Publicly traded holding company transactions
- Private insurance company transactions
- Joint ventures
- Mutual company transactions/demutualizations and IPOs/ sponsored demutualizations
- Multi-state Form A matters
- Hart-Scott-Rodino Act and other anti-trust matters
Market Conduct
From market conduct exams to multi-state product rollout, our insurance attorneys regularly counsel clients with respect to a variety of market conduct matters and other related issues. Our legal professionals have vast experience in advising clients in the following areas:
- Product design, policy forms, and filings
- Sales materials and advertising review
- Agent, MGA and TPA licensing and agreements
- Commissions and rebating
- Suitability and replacements
- IMSA assessments and corporate investigations
- Market conduct exams and enforcement proceedings
- Litigation, including class action defense
Reinsurance
We provide assistance with indemnity and assumption reinsurance transactions for a variety of clients, including the National Organization of Life and Health Insurance Guaranty Associations (NOLHGA). Our extensive experience in all aspects reinsurance matters is national in scope and includes:
- Indemnity reinsurance
- Assumption reinsurance
- Due diligence, solvency monitoring and insolvency protections
- Credit for reinsurance and regulatory approvals
- Trust agreements and letters of credit
- Customized model agreements and templates
Health and Managed Care
The details of health and managed care regulations are complex, not to mention continually changing. Our Insurance and Financial Services Team works closely with HMOs and other managed care and health insurance providers to ensure compliance with state and federal regulations. Our professionals are knowledgeable in:
- Regulatory requirements in all 50 states
- Federal regulatory law impacting health insurance and managed care (HIPAA, ERISA, and COBRA)
- Development of health insurance, HMO, and PPO policies
- Form filings with state departments of insurance
- Proceedings before state administrative agencies
- Preferred provider arrangements
- Privacy issues
- Customized provider agreements and templates
- Utilization review
- Grievance procedures
Corporate and Regulatory Issues
The Insurance and Financial Services Team handles various corporate and regulatory issues for our clients, including:
- Business admissions, public offerings and private placements of equity/debt securities
- Product design
- Policy forms and filings
- Affiliate transactions and holding company filings
- Agent and TPA agreements
- Investment issues
- Redomestications
- Federal and state securities laws and proxy matters
- Taxation
- Rating agency questions
- Litigation and administrative proceedings of all types
- Corporate reorganizations and restructurings for mutual/stock companies
- Risk retention groups, purchasing groups and reciprocal insurance exchanges
Insurance Department Representation
State insurance regulators play a key role in the insurance industry, and Baker & Daniels Insurance & Financial Service Team members understand the world in which regulators operate. We have represented regulators for more than 30 years with respect to a wide range of matters, including:
- Review of proposed acquisitions of control and other material transactions
- Demutualizations
- Detection and evaluation of troubled companies
- Administrative supervision, rehabilitation and liquidation
- Training and assessments of solvency monitoring procedures
- Company examinations
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