Cynthia R. Shoss

New York,  NY  U.S.A.

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Practice Areas

  • Insurance
  • Insurance Regulatory and Compliance
  • Insurance M&A and Demutualizations
  • Financial Services
  • Securities & Corporate Governance
  • Insurance Finance
Contact InfoTelephone: 212.389.5012
Fax: 212-389-5099
University Newcomb College of Tulane University, B.A., cum laude
Law SchoolTulane University Law School, J.D. Editorial Board, Tulane Law Review; New York University School of Law, LL.M., Taxation
Admitted1974, Louisiana; 1977, Missouri; 1978, Illinois; 1990, New York

A nationally recognized adviser on insurance regulatory matters, Cynthia Shoss co-leads Sutherland's Insurance Transactions & Products practice. Cynthia guides clients through transformative transactions, including demutualizations, mergers, acquisitions, conversions and other restructurings. She also assists clients with legislation, examinations and investigations and with compliance, governance and investment issues.

For more than 30 years, Cynthia has counseled clients in various sectors of the insurance industry including life insurance, property/casualty insurance, health insurance, title insurance and workers' compensation. She works with Fortune 500 companies, state departments of insurance and attorneys general, investment bankers and multinational clients.

Cynthia joined Sutherland from Dewey & LeBoeuf where she was co-chair of the Insurance Regulatory Department, formerly Managing Partner of LeBoeuf's London office, and chair of the firm's pro bono practice. She also served on the firm's Diversity Committee, as she does at Sutherland, and was a founder of the LeBoeuf Women's Initiatives Group.

Representative Matters

Cynthia's experience includes representing:

· Verizon on the insurance aspects of its $7.5 billion transfer in pension obligations to Prudential by means of a group annuity contract.

· Security Benefit Life on its mutual holding company (MHC) conversion and subsequently on its sponsored demutualization by Guggenheim Partners.

· Prudential on its demutualization and subsequently on its acquisition of American Skandia Life.

· Pan-American Life on its MHC conversion.

· Union Central on its MHC conversion/merger with Ameritas Acacia.

· Lincoln Financial on its acquisition of Jefferson-Pilot.

· Sun Life of Canada on its multinational demutualization.

· Western & Southern Life on its MHC conversion and subsequently on its merger with Lafayette Life MHC.

· CUNA Mutual Insurance Society and CUNA Mutual Life Insurance Company on their merger and subsequent MHC conversion.

· Foresters on its acquisition of First Investors Life.

· Principal Mutual on its MHC conversion.

· Farm Family on its demutualization.

· AXA on its sponsored demutualization of The Equitable.

· Trygg-Hansa on demutualizing its affiliated mutual life insurer in Sweden.

· Fidelity National Financial on various restructurings, acquisitions and redomestications.

· The New Jersey Department of Banking and Insurance and the New Jersey Attorney General on the proposed conversion of Horizon Blue Cross Blue Shield (BCBS).

· The Delaware Department of Justice on the proposed acquisition of Carefirst by Wellpoint and subsequently on the affiliation of BCBS of Delaware with Highmark BCBS.

· The California Insurance Department on the Pacific Mutual MHC conversion.

· The Massachusetts Division of Insurance on the State Mutual demutualization and subsequently on the MassMutual/Connecticut Mutual and MetLife/New England Mutual mergers.

· The Nebraska Insurance Department on the Guarantee Mutual demutualization and subsequently on the Medico transactions.

· The North Carolina Department of Insurance on the proposed conversion of BCBS of North Carolina and subsequently on the acquisition of MAMSI by United HealthCare.

Selected Experience

Sutherland advises Verizon on the transfer of $7.5 billion pension obligation to Prudential.

Sutherland advised telecommunications giant Verizon on the insurance aspects of its $7.5 billion transfer in pension obligations to The Prudential Insurance Company of America.

Sutherland attorney represented Security Benefit in a sponsored demutualization.

During the financial crisis, Security Benefit Mutual Holding Company was carefully guided through the regulatory approval process and subsequent transaction, successfully completing a sponsored demutualization by Guggenheim Partners.

Sutherland attorney represented Prudential in its demutualization and in a subsequent acquisition.

Prudential's extraordinarily complex demutualization commenced with drafting and securing passage of enabling legislation and culminated with the second post-9/11 IPO and distribution to 10 million policyholders. Subsequently, regulatory approvals were secured for Prudential's acquisition of American Skandia Life.

Awards and Rankings

Recognized in the Guide to the World's Leading Women in Business Law in Insurance and Reinsurance (2012-2013)

Named among "25 Women to Watch" in Insurance, Risk Management and Employee Benefits Worldwide by Business Insurance (December 2010)

Recognized in Chambers USA America's Leading Business Lawyers in Insurance (2003-2013)

Professional Activities

Member, Board of Overseers and Executive Committee of the School of Risk Management, Insurance and Actuarial Science of the Peter J. Tobin College of Business of St. John's University

Former Chair, Insurance Section, former Co-Chair, Diversity Committee, and former Board member of the Association of Life Insurance Counsel (ALIC)

Vice Chair, Board of Advisors, and former Chair, Board of Directors, of Lawyers Alliance for New York

Chair, Board of Directors, Economic Mobility Corporation

Member, International Insurance Society

Former Member, Board of Directors, The Compliance and Ethics Forum for Life Insurers

Former Chair, Board of Directors, Power of Attorney

Former Member, Board of Directors, and former Vice President of The Risk Foundation

Formerly certified by the Insurance Marketplace Standards Association (IMSA) as a Qualified Independent Assessor

Former Member, Westchester County Airport Advisory Board


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New York Releases Proposed Joint ERM/ORSA Regulation
Justin K. Kitchens,John S. Pruitt,Cynthia R. Shoss, January 23, 2014
The New York Department of Financial Services (Department) has announced that Regulation 203 - Enterprise Risk Management & Own Risk and Solvency Assessment (Proposed Regulation) will be formally proposed in a notice of proposed rulemaking to be published in the New York State Register on...

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Office Information

Cynthia R. Shoss

1114 Avenue of the Americas, 40th Floor
New YorkNY 10036-7703


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