Practice Areas & Industries: Duane Morris LLP

 




Corporate and Regulatory Return to Practice Areas & Industries

Group Profile Lawyers in this Group Offices Locations for this Group
 

Practice/Industry Group Overview

The Duane Morris inter-disciplinary insurance industry practice handles complex corporate, M&A transactional, regulatory and litigation matters in all sectors of the insurance industry in the U.S., London and Asia. We handle property and casualty, life, health, workers' compensation and reinsurance matters. We also advise on related areas of law, such as tax, antitrust, SEC, market-conduct and internal investigation issues, including international investigations.

Our insurance practice includes more than 100 lawyers in 25 offices. We have solved hundreds of insurance-industry challenges for many of the largest U.S. life and P&C insurers, as well as major international insurers, reinsurers and regional and specialty carriers.

Our practice group includes a former Commissioner of Insurance, as well as former general counsel and executives of major international insurance and reinsurance companies, including both mutual and stock companies. Our lawyers are thought leaders in the insurance industry. The group includes lawyers who have written authoritative treatises in the insurance industry, lectured publicly, spoken frequently at industry meetings in the U.S., Europe and Asia, and have contributed to widely used insurance publications, such as regulatory handbooks published by the Practising Law Institute, the Society of Actuaries' textbook, Insurance Industry Mergers & Acquisitions, and Aspen Publisher's Handbook on Insurance Coverage Disputes. Our lawyers understand the insurance industry's business as well as its legal needs, and Chambers called our arbitration/litigation insurance practice "a strong group of lawyers who are excellent representatives of the industry."

We have worked successfully with federal and state regulators nationwide on many diverse matters ranging from routine insurance regulatory problems, to multi-state M&A transactions, and complex market-conduct examinations, including the critical type of issues raised in the investigations of alleged insurer/broker bid-rigging in 2008-2009.
 

Duane Morris U.S. Insurance Resources

Members of our insurance team have had long-term working relationships with insurance department regulators in most states, including New York, Connecticut, California, Florida, Delaware, New Jersey, Pennsylvania and Massachusetts. Our lawyers know and have worked with regulators who are directing the Federal Insurance Office as well as the development of the new federal and state health insurance programs.

Our lawyers have handled the corporate and regulatory aspects of multibillion-dollar M&A insurance transactions. We have represented major insurance companies in industry-wide, multi-state investigations in the life, P&C and title insurance areas, and have advised them in criminal and civil class-action proceedings, such as the bid-rigging investigations brought by former New York Attorney General Eliot Spitzer.

We regularly attend meetings of various insurance industry trade associations and actively monitor regulatory developments and emerging domestic and international regulatory issues from the National Association of Insurance Commissioners, Federal Insurance Office and the International Association of Insurance Supervisors. Duane Morris is the only domestic law firm with observer status at the IAIS.
 

Duane Morris International Insurance Resources

Internationally, our lawyers have worked on multibillion-dollar international M&A insurance and reinsurance transactions, and we have done regulatory and transactional work for clients in the London, Swiss, and Bermuda markets. Our London office has deep UK regulatory and transactional know-how and regularly handles matters before the FSA, as well as cross-border matters.

On the enforcement front, we have advised clients involved in U.S. and international insurance regulatory proceedings and major litigation, including industry-wide investigations.

We serve the most vibrant Asian insurance markets through our offices in southeast Asia. Our Singa-pore office serves the domestic Singapore market, and through the national desks manned from Singapore, serves markets in India, Malaysia and the People's Republic of China, with attorneys admitted in those countries. Additionally, we serve the Vietnam market through our offices in Hanoi and Ho Chi Min City, the Myanmar market through our connections in Yangon and the Indonesia market through our connections in Jakarta.
 

Specific Experience and Capabilities in Insurance Regulatory, Corporate and Litigation
 

Insurance Regulatory
 

Regulatory Advice

  • Formation and licensing
     
  • Life and P&C insurers
     
  • Public mutual and nonprofit insurers
     
  • Reinsurers
     
  • Reciprocal exchanges
     
  • Captives and special purpose vehicles on- and off-shore, including Bermuda and Ireland, as well as South Carolina, Vermont and Delaware
     
  • Licensing in all U.S. jurisdictions

Excess and Surplus Lines

  • Reinsurance and transfers of books of business
     
  • Structuring traditional reinsurance transactions for both life and non-life insurers and reinsurers
     
  • Sales and transfers of domestic and international lines of business through assumption or indemnity reinsurance
     
  • Structuring quota share and loss portfolio transfer transactions

Restructurings, Reorganizations, Insolvencies

  • Premium Rates
     
  • Rate-filing, including the development of the database, principles of ratemaking and actuarial analysis
     
  • Contested insurance department rate hearings
     
  • Privileged rate audits

Agency and Producer Agreements

  • Producer and agency licensing and agency appointments
     
  • Agency and producer agreements
     
  • Reinsurance intermediary issues
     
  • Third Party Administrator issues

Health Insurance Reform

  • Affordable Care Act regulatory issues
     
  • Representation of clients before the Center for Consumer Information and Insurance Oversight, the federal division of the Department of Health and Human Services charged with nationwide implementation of the Affordable Care Act
     
  • Complex HIPAA and privacy issues for both private companies and foreign governments
     
  • Advice to clients on participation in state, partnership and federal exchanges
     
  • Rate-review hearings for excessive rate submissions

Corporate
 

Insurance Capital Markets

  • Public and private offerings of debt, equity and hybrid securities
     
  • Capital markets and corporate finance transactions specific to the insurance industry
     
  • Life insurance financings, such as XXX and AXXX reserve transactions and other reinsurance-based transactions
     
  • Offerings of catastrophe bonds
     
  • Commercial paper programs
     
  • Issuer stock repurchase programs

SEC Reporting and Disclosure

  • Reports on Forms 10-K, 10-Q and 8-K
     
  • Proxy statements, including shareholder proposals and executive compensation disclosure
     
  • Section 16 reporting and advice
     
  • Rule 144
     
  • Rule 10b5-1 plans
     
  • Regulation FD advice
     
  • Reporting and disclosure obligations of foreign private issuers, including Forms 20-F and 6-K and Rule 12g3-2(b) exemption

Corporate Governance

  • Responsibility of directors and officers, including fiduciary duties and business judgment rule
     
  • Director and officer indemnification
     
  • Director independence
     
  • Board leadership structure, risk oversight and committee practices
     
  • Director evaluations
     
  • Executive and director compensation
     
  • Advice on charters and bylaws, including advance notice, proxy access, majority voting and special meeting
     
  • Advice on board committee charters, corporate governance guidelines, codes of conduct, insider trading policies, related person transaction policies, whistleblower policies, executive compensation policies and compensation clawback or recoupment policies

Insurance M&A

  • Negotiation of merger agreements and stock and asset purchase agreements for public and private companies on both buyer and seller sides
     
  • Mergers of mutual companies, spin-offs and transfers of books of business
     
  • Form A/Form E filings, approvals and hearings
     
  • U.S. antitrust and international competition issues, including Hart-Scott-Rodino filings, and competition clearances in the EU and 75 other countries
     
  • Advice on legal, regulatory and tax implications of potential transaction structures
     
  • Advice on defensive measures, including the adoption of poison pills
     
  • Presentations and advice to senior management and boards of directors
     
  • Organization and implementation of due diligence reviews
     
  • SEC advice and filings
     
  • Executive compensation and employment law advice

Litigation
 

Litigation and Arbitration

  • Coverage advice on all areas of insurance, including catastrophic and environmental claims
     
  • Insurance dispute resolution
     
  • Appellate practice
     
  • Specialization in matters involving:
    • asbestos, pollution and health hazards
       
    • bad faith defense
       
    • bankruptcy, liquidation and insolvency
       
    • construction
       
    • directors and officers liability
       
    • general liability
       
    • primary and excess
       
    • life, health and disability
       
    • marine
       
    • professional liability
       
    • rehabilitation
       
    • reinsurance and specialty lines

Antitrust

  • Advice to many of the leading U.S. and international reinsurers on a variety of antitrust issues, including:
    • Market conduct issues
       
    • McCarran-Ferguson exemptions
       
    • Distribution, including tying and exclusive dealing
       
    • Pricing, including information exchanges

Internal Investigations

  • Major internal investigations of leading domestic and international insurers on a variety of critical corporate issues ranging from alleged stock manipulations to alleged price fixing
     
  • Work directly with boards of directors in presenting evidence and preparing conclusions

Government Investigations

  • Leading the settlement of some of the most significant and aggressive multi-state and multi-national government investigations of the last two decades, both from the government and private sides, including:
    • industry-wide, multi-state market conduct examinations
       
    • acting as the co-lead regulator in the multi-state examination of AIG concerning workers compensation data reporting
       
    • served as catalyst of the New York Insurance Department industry meeting, which led to the settlement of the World Trade Center terrorist attacks coverage litigation
       
    • structured and led the life insurance industry-wide settlements for vanishing premium with state Attorneys General, insurance department investigations and class actions
       
    • led the bid-rigging and finite reinsurance regulatory investigations, class actions and settlements

 
Group Presentations
  Attorneys' Fees as Covered Costs, Damages, or Loss, May 1, 2014
Report to NAIC on Captives: The Controversy About Principle-Based Reserves and Captives Continues, March 27, 2014
New York Appeals Court Reverses Itself in K2 Investment Group Decision; Reaffirms Earlier Ruling in Servidone, February 19, 2014
 
 
Articles Authored by Lawyers at this office:

Florida Legislature Unanimously Approves New Limited Liability Company Act
, February 06, 2014
The Florida Legislature unanimously passed the new Florida Revised Limited Liability Company Act (the "New Act"), and Governor Rick Scott signed the bill into law on June 14, 2013. The New Act is codified as new Chapter 605 of the Florida Statutes and became effective on January 1, 2014....

UK Finance Bill: Key Points from the Autumn Statement
, December 06, 2013
UK Chancellor of the Exchequer George Osborne gave his Autumn Statement speech to the House of Commons on 5th December 2013, which was followed by some limited press releases and draft legislation. This Alert provides an overview of some of the key announcements.

Guide to Publicly Offered Private Placements Under New Rule 506©
, September 30, 2013
A company that needs capital to expand its business or fund its operations often chooses to sell stock or other securities to investors in order to meet its funding requirements. All offerings of stock or other securities are regulated by federal and state securities laws, which generally require...