Practice/Industry Group Overview
Burr & Forman’s regulatory and corporate insurance attorneys serve as counsel to all segments of both the traditional and alternative risk insurance industries.
The firm as extensive experience in compliance and regulatory matters affecting the insurance industry and is equipped to represent clients in all 50 states and abroad. Our lawyers are active participants in the Tennessee Captive Insurance Association (TCIA) and in several captive and alternative market associations, including Vermont Captive Insurance Association (VCIA), Captive Insurance Companies Association (CICA), National Risk Rentention Association (NRRA) and Self Insurance Institute of American, Inc. (SIIA). Our lawyers also maintain strong working relationships with regulators throughout the country.
The firm’s insurance regulatory attorneys advise clients on the structure and formation of captive insurance companies, risk retention groups, purchasing groups, reciprocals, group funds, surplus lines companies and other alternative risk transfer vehicles. They also assist clients in connection with the licensing of traditional carriers, third party administrators, agents, brokers and claims adjusters. Our attorneys regularly handle state insurance department inquiries, examinations, tax analysis, holding company compliance, insurance insolvencies, policy drafting and rate and form filings.
Our firm also represents insurers and related entities in the acquisition of other companies and portfolios of business. In addition, the attorneys in the firm have incorporated, organized, licensed and advised insurance companies to underwrite various types of insurance, including health, prescription drug, professional liability, property, automobile liability, general liability, and workers’ compensation. In each instance, the firm organized the insurance companies, advised the insurance companies as to corporate governance, obtained all necessary approvals from the state insurance departments, prepared all necessary securities disclosure and filing documents, and obtained certificates of authority for their operations as insurance companies.
Burr & Forman also handled one of the first “demutualizations” of a mutual insurance company to a stock company in the 1990’s. The firm prepared all organizational and disclosure documents to effect the conversion through a registered SEC public offering to its insured and outside investors, and the firm has continued to represent that client and its successor in numerous public and private acquisitions and other corporate transactions. The firm’s activities also have included the acquisition of several insurance companies or books of business in various states, many of which involved public mergers.
Burr & Forman’s insurance attorneys are also actively involved in government relations at both the state and federal level, and they assist clients in drafting and managing the passage of insurance legislation, monitoring legislative activity, and lobbying in connection with proposed legislative changes. Our firm drafted Tennessee's new captive insurance law to position Tennessee as a premier domicile for captives and was instrumental in forming the TCIA.
Advise the client in matters regarding corporate governance, including changes in securities laws, such as the Dodd-Frank Act.
Mergers & Acquisitions
Handle the M&A work and SEC reporting for the fourth largest medical malpractice insurer in the U.S.
Mergers & Acquisitions
Researched notice statutes; drafted post merger notices to states
Handled cash sponsored demutualization of Medmarc Mutual in which Medmarc was converted from a mutual insurer with its member policy holders receiving cash funded by ProAssurance through purchase of all of Medmarc's newly issued shares. Prepared and negotiated acquisition agreement, regulatory approval of Vermont Insurance Dept, tax advice, HSR anti-trust filing.
Cash Sponsored Demutualization
Represented ProAssurance Corporation (NYSE: PRA) as securities and corporate counsel in its acquisition of Podiatry Insurance Company of America (PICA) in a cash sponsored demutualization. In this transaction, PICA, an Illinois domiciled mutual insurance company, was converted from a mutual insurer, and its 10,000+ policyholders received cash funded by ProAssurance. Under the terms of the negotiatied Stock Purchase Agreement, ProAssurance purchased all of PICA's newly issued stock for a cash price of $135 million. Pursuant to the Stock Purchase Agreement, PICA filed a Plan of Conversion with the Illinois Director of Insurance for approval in accordance with the conversion statute in the Illinois Insurance Code. The Plan of Conversion was approved by the Illinois Department of Insurance in January 2009, approved by the PICA stockholders on March 31, 2009, and closed on April 1, 2009. Representation included preparation and negotiation of the acquisition agreement, regulatory approval of Illinois Insurance Department, tax advice, and HSR anti-trust filing.