James R. Dwyer

James R. Dwyer

Jim Dwyer advises on insurance company sales, mergers and acquisitions (M&A), financings, securitizations and recapitalizations; bulk reinsurance (including indemnity reinsurance and coinsurance, modified coinsurance and assumption reinsurance structures); insurance holding company act transactions; transactions involving insolvent insurance companies and state guaranty associations; company governance issues; insurance regulation; general corporate matters; and related regulatory and judicial proceedings. Mr. Dwyer's clients include life, property/casualty, stock, and mutual insurance and reinsurance companies. He divides his time between the firm's Chicago and New York offices.

Representative Matters

· Munich Re Group in its pending $742 million acquisition of The Hartford Steam Boiler Group from AIG;

· Lincoln National Corporation in its $7.5 billion merger with Jefferson-Pilot Financial Corporation;

· Special counsel to The Hanover Insurance Group in its sale of First Allmerica Financial Life Insurance Company to Commonwealth Annuity and Life Insurance Company;

· Munich Re Group in its $1.3 billion acquisition of The Midland Company;

· Munich Re Group in its $352 million acquisition of Sterling Life Insurance Company and Olympic Health Management Systems, Inc. from Aon Corporation;

· The Guardian Life Insurance Company of America in its acquisition of a controlling interest in eMoney Advisor LLC and in the termination of its small medical group joint venture with Health Net, Inc;

· Special counsel to Centene Corporation in its acquisition of Celtic Insurance Company;

· Metropolitan Life Insurance Company in connection with the disposition of blocks of insurance and related businesses;

· Scottish Re Group Ltd. in various Regulation XXX securitizations, capital markets transactions and reinsurance transactions, including the $2.1 billion Ballantyne Re securitization and $455 million Orkney Re II securitization;

· Hartford Life Insurance Company in its acquisition of the annuity, life and investment businesses of the Fortis Financial Group for $1.1 billion; the group benefits division of CNA Financial Corporation for $570 million; and numerous blocks of life and annuity business;

· General Electric Company and Genworth Financial as special counsel in a $24.2 billion reinsurance and $1.86 billion capitalization of Union Fidelity Life Insurance Company to facilitate the initial public offering of Genworth Financial;

· Aetna in the sale of its individual life insurance business to Lincoln Financial Group for $1 billion and its acquisition of blocks of business from the insolvent Confederation Life and Mutual Benefit Life;

· Genworth Financial in various XXX and AXXX securitization transactions; the acquisition of Signature Financial/Marketing Group from Montgomery Ward for $885 million; various reinsurance or servicing transactions involving blocks of debit life, term life and long-term care insurance, and various insurance holding company act transactions;

· Aurora National Life Assurance Company in the reinsurance of over $3 billion of life and annuity reserve liabilities with Swiss Re Life & Health America, Inc; and

· ING Group, NV, as special counsel relating to ING's sale of its US individual life reinsurance business to Scottish Re Group Ltd.

Selected Activities

· Speaker, CLE Presentations on Acquiring Business by Reinsurance and Reinsurance Credit Rules (2007)

· Speaker, ACI's Second National Forum on Reinsurance Agreements, New York (2006)

· Speaker, Global Life Insurance Securitization Conference, New York (2006)

· Speaker, CLE Presentation on Finite Risk Insurance and Reinsurance (2006)

Awards and Recognitions

· The Best Lawyers in America

· The International Who's Who of Business Lawyers

· The International Who's Who of Insurance and Reinsurance Lawyers

· World's Leading Insurance & Reinsurance Lawyers

· Who's Who Legal: Illinois (Insurance & Reinsurance)

· "Leading Lawyer" in Illinois for Insurance, Mergers & Acquisitions, and Reinsurance Law, Law Bulletin Publishing Company

· Top Corporate Lawyers in Illinois, The Chicago Lawyer

· Rated "AV" by Martindale Hubble

(Also at Chicago, Illinois Office)