Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 





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Practice/Industry Group Overview

When life insurance companies face legal and regulatory challenges in the development, sale and administration of products, they turn to Sutherland.

Insurance companies operate in a highly regulated industry and must develop new financial products to remain competitive. That’s where Sutherland’s experience and depth comes into play. Our premier insurance products practice represents producers and distributors of fixed and variable insurance and annuity products and counsels them on the myriad legal and regulatory issues involving the development, marketing, distribution and administration of these products. We take pride in partnering with our clients to help them meet their business goals while also helping minimize their exposure to legal and regulatory risk.

We customize our role to our clients’ specific needs, and work with the entire spectrum of insurance companies and products, including group and individual products offered through SEC-registered and unregistered separate accounts; fixed, variable and stable value products offered in the retail, retirement, institutional and high-net-worth marketplaces; and innovative payout annuity, guaranteed retirement income and long-term care products. Our clients span the industry and include insurance companies of all sizes, as well as mutual funds, banks, other financial institutions and foreign-owned financial holding companies and their subsidiaries.

Our insurance products practice is complemented by Sutherland’s comprehensive Insurance Practice Group, which includes more than 125 attorneys who focus on insurance transactional, corporate finance and litigation matters. We are often called on to conduct comprehensive compliance audits, including mock SEC and FINRA exams, and represent our clients on compliance related matters with regulators. Because many of our attorneys have extensive regulatory experience we are well-positioned to anticipate and proactively resolve issues before they expose our clients to regulatory and other legal risks.

Why Sutherland
Relationships with regulators. Our attorneys work closely with the the SEC’s Division of Investment Management and Division of Trading and Markets, as well as with FINRA, regarding the registration, distribution and advertising of insurance products. We have strong relationships with various state regulators, particularly in New York.

Agency experience. Many of our attorneys worked for the SEC or FINRA before coming to Sutherland, including former counsels to SEC Commissioners, a former chief counsel in the SEC’s Office of Compliance Inspections and Examinations and a former chief of the Office of Insurance Products in the SEC’s Division of Investment Management.

Comprehensive service. Our attorneys don’t complete matters and then roll off the case. We provide ongoing advice in all substantive areas affecting insurance companies, their products and their separate accounts, including counseling on the scope of and methodologies for annual reviews and benchmarking annual reports, reviewing oversight procedures and advising on compliance with securities, insurance, anti-money laundering, privacy, advertising, electronic commerce, agent training and supervision and other requirements that impact insurance products.

Product administration. Along with product development, we regularly assist clients with creating checklists, job aids and processing standards that in-house personnel can use on specific issues that arise with administering insurance products. These issues range from contract issuance and premium processing through the payment of death benefits and other contract terminations. We also advise clients regarding issues relating to retained asset accounts; BOLI, COLI, STOLI and STOA (stranger owned or originated life insurance and annuities); life settlements and similar matters.

Compliance and investigations. Many of our clients call on us to conduct reviews and investigations of their insurance product operations and to assist in evaluating compliance programs and procedures. We have significant experience in conducting mock SEC, FINRA and market conduct audits of our clients’ operations. We also assist with issues arising from SEC, FINRA or state market conduct examinations.

Proactive approach. We regularly interface with state and federal regulators to affect and shape the regulatory landscape for life insurance companies and their products. We actively monitor state insurance regulatory developments on a broad basis and attend and participate in NAIC National Meetings, task forces and working groups.

Litigation experience. Whenever necessary, we can seamlessly transition to defending clients’ practices and products.

Nationally recognized team. Our insurance team has been recognized by Chambers, with such comments as, “It is particularly strong on the technical side of matters. The lawyers have such great knowledge of business and finance…” and “A big leader in areas where regulatory, securities and insurance cross over.”

Nuts and Bolts
Sutherland’s extensive knowledge and experience covers all types of insurance products

  • Variable life insurance and annuity contracts
  • Traditional life insurance and annuity products
  • Universal life insurance
  • Annuity contracts and life insurance policies with equity index and market value adjustment features
  • Transfers of pension obligations by means of group annuity contracts
  • BOLI, COLI and STOLI policies
  • Financial guaranty insurance, GICs and funding agreements
  • Privately placed corporate and high-net-worth insurance products
    • Offshore insurance products
  • Other types of interest sensitive and insurance/derivative-based products

We advise all types of manufacturers, distributors and joint venture partners

  • Insurance companies and their affiliates
  • Banks and mutual funds
  • Retail and wholesale broker-dealers
  • Hedge funds
  • Investment advisers
  • Retirement plans and their service providers

We assist with all types of matters involving insurance products

  • Product design and development
  • Federal securities law regulation and exemptions
  • Tax and ERISA matters
  • State regulation
  • Organizing and operating registered and private investment companies
  • FINRA and other insurance product distribution matters
  • Dodd-Frank and Sarbanes-Oxley regulation
  • Compliance programs
    • Developing compliance policies and procedures
  • Regulatory exams and performance of mock SEC, FINRA and state compliance audits
  • Electronic commerce, privacy and anti-money laundering regulation
  • Mergers, acquisitions and joint ventures
  • Litigation

Take Action
From product design to defense, Sutherland assists clients with the full range of insurance product issues. We understand the challenges that strict regulations create, and take the time to understand our clients’ goals, enabling speed to market while maintaining prudent compliance and risk management.

Selected Experience
Sutherland counsels a coalition of major life insurance companies on evolving state and federal regulations and other legal developments.
Sutherland represents a coalition of major life insurance companies, which collectively account for more than 80% of the annuity business in the United States, in their efforts to affect the direction and details of various SEC, FINRA, CFTC, NAIC and state rule proposals and initiatives.

Sutherland helps insurance companies develop and seek regulatory approvals for cutting-edge financial products.
Sutherland counsels insurers in developing and securing regulatory approvals for guaranteed lifetime income products tied to client brokerage accounts and mutual fund assets as well as other fixed and variable insurance products with novel guarantee and equity-indexed features.

Sutherland represents U.S. life insurance subsidiary of Swiss holding company in development of innovative variable annuities.
A significant U.S. life insurance subsidiary of a Swiss holding company engaged Sutherland to register an innovative U.S. variable annuity with the SEC. The annuity is marketed and sold to U.S. expatriates.


 
 
Articles Authored by Lawyers at this office:

Impact of International Tax Reform Proposals on U.S. Insurance Companies
Dennis L. Allen,Thomas A. Gick,Jerome B. Libin,Jeffrey H. Mace,Michael R. Miles, November 27, 2013
On November 19, retiring Senate Finance Committee Chairman Max Baucus (D-Mont.) released a “Discussion Draft” setting forth his international tax reform proposals. Of note, the Discussion Draft includes several proposals that target the international operations of U.S. insurance...

IRS Issues Draft FATCA FFI Agreement and Announces Positive New Rules for Insurance Companies
Dennis L. Allen,Jeffrey H. Mace,Michael R. Miles,M. Kristan Rizzolo,Carol P. Tello, November 04, 2013
On October 29, the Internal Revenue Service (IRS) issued Notice 2013-69, which includes guidance to foreign financial institutions (FFIs) entering into FFI agreements with the IRS and a draft FFI agreement. The Notice also describes some of the changes the IRS intends to make to the recently...

Florida Announces DMF Search Requirement and Date-of-Death Dormancy Trigger
, October 16, 2013
In an administrative declaratory ruling, the Florida Department of Financial Services (DFS) announced that Florida’s unclaimed property statute requires life insurers to search the Social Security Administration Death Master File (DMF) to seek out information on potential deaths of insureds. ...

California Controller’s Handbook Requires Insurers to Perform Quarterly DMF Searches
, October 14, 2013
In a recently released update to its Unclaimed Property Holder Handbook (Handbook), the California State Controller’s Office has apparently taken the position that life insurers must search the Social Security Death Master File (DMF) on a quarterly basis to determine whether they have any...

Acquisitions of Insurers by Private Equity Firms Under Heightened Regulatory Scrutiny
, September 20, 2013
In recent months, the New York Department of Financial Services (the DFS) has raised concerns over the perceived trend of private equity firms and other investment companies acquiring insurance companies, particularly those that write fixed and indexed annuity contracts.

An Ode to the Actuaries: Tax Court Concludes that Acuity’s Loss Reserves Were “Fair and Reasonable”
, September 12, 2013
On September 4, the United States Tax Court issued its opinion in Acuity v. Commissioner, T.C. Memo. 2013-209. In brief, the court concluded that Acuity’s reserves for unpaid losses and loss adjustment expenses for 2006, as used by the company in computing “losses incurred”...

Federal Insurance Issues We Are Watching During Fall 2013
, September 12, 2013
The United States Congress has returned from its summer recess. On its first full day back in session, the U.S. House of Representatives passed (by a vote of 397-6) long-stalled legislation that would fundamentally alter the U.S. system for licensing insurance producers ("NARAB II"). ...

NAIC Report: 2013 Summer National Meeting
, September 04, 2013
The National Association of Insurance Commissioners (NAIC) met in Indianapolis, Indiana, from August 24-27, 2013. Typical for the mid-year meeting, activity largely consisted of reports by various task forces and working groups on the progress of ongoing projects. The only notable new initiative is...

Federal District Court Validates Insurer’s Retention of Policy Proceeds Until Receiving Proof of Death
, August 26, 2013
On August 20, 2013, the United States District Court for the District of Massachusetts dismissed a putative class action over an insurer’s alleged failure to timely pay life insurance policy death benefits to beneficiaries. Feingold v. John Hancock Life Insurance Co., No. 1:13-cv-10185-JLT...

From Insurer’s Shield to Insured’s Sword: California Supreme Court Authorizes Policyholder Unfair Competition Law Claims for Unfair Insurance Practices
David W. Arrojo,Wilson G. Barmeyer,Phillip E. Stano,Steuart H. Thomsen, August 09, 2013
On August 1, 2013, the California Supreme Court ruled in Zhang v. The Superior Court of San Bernardino County, No. S178542 (Cal. Aug. 1, 2013) that insurance practices violating the state’s Unfair Insurance Practices Act (UIPA) may also support a first-party action under California’s...

New York Adopts Holding Company Act Amendments
, August 07, 2013
On July 31, 2013, Governor Cuomo signed into law New York Assembly Bill 7807A, which adopts key changes to the regulation of insurance holding company systems in New York under Article 15 of the New York Insurance Law and the regulation of New York domestic insurers under Articles 16 and 17 of the...

Georgia Recognizes Defective Construction as an "Occurrence" for Liability Insurance Purposes
, July 25, 2013
The highest court in Georgia has recently added that jurisdiction to the growing list that considers defective construction, including defects in the work of a general contractor, to be an “occurrence” under the general contractor’s commercial general liability (CGL) insurance...