Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 





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Practice/Industry Group Overview

Life, property casualty and captive insurers and reinsurers trust Sutherland for strategic advice based on decades of insurance industry experience.

Immersed in insurance—from transformative transactions to essential operations—Sutherland offers clients a collaborative and integrated approach to legal services. Whether pursuing opportunities or managing crises, we partner with our clients to find creative, business-oriented solutions and deliver the highest-quality service in finance, litigation, M&A and demutualizations, regulatory, products, tax, reinsurance and captive insurance matters.

Our attorneys have been involved in nearly all of the significant demutualizations, mutual mergers, mutual holding company (MHC) conversions and mergers, and major public and private company mergers, acquisitions and finance transactions in North America, making us a trusted adviser when insurers look to strategically transform their business. An early leader at the cutting edge of life insurance product development, Sutherland represents more than 50 of the top 100 life insurers in the United States.

Our deep and broad knowledge of the industry and of transactions, regulation, product design and insurance taxation provides valuable insight when our insurance clients pursue opportunities or face market pressures. Whether it is increased capital reserve requirements or other financing needs, class action litigation, state audits, regulatory and enforcement challenges or insolvency, we partner with our clients to find the right answer for their particular business needs. Sutherland’s involvement in derivatives and structured products, energy, outsourcing, real estate finance and capital markets, private equity, timber and agribusiness helps clients manage risk, diversify and take advantage of new opportunities in the current investment market.

Why Sutherland
We are dedicated to helping our insurance clients flourish in the ever-changing regulatory and business environment. Here is what you’ll find when you engage Sutherland:

Industry intelligence. More than 50 years of firm experience and a diverse client base in the insurance sector enables us to identify opportunities and issues that otherwise may not be apparent and to fashion creative solutions to complex challenges.

Critical relationships. Our relationships across the sector—with insurers, regulators and key industry groups—facilitate strategic counsel. This becomes especially valuable when pursuing acquisitions or dispositions of blocks of business, particularly in privately negotiated transactions.

Business acumen. We are the market leaders of demutualizations and other corporate restructurings; the development, design, marketing and distribution of new life insurance products; and captive insurance, reinsurance and other alternative risk management and financing mechanisms.

Breadth and depth. Our intimate knowledge of the regulatory, securities, tax and finance issues at all levels of the insurance business—from capital financing to products—positions us to provide comprehensive services in complex deals and efficient and effective advocacy in litigation.

Offshore experience. We have extensive offshore experience in key markets including, Bermuda, London, Zurich and other domiciles.

Nuts and Bolts
Our clients include:

  • Life, property and casualty, health, workers compensation and title insurers
  • Reinsurers
  • Stock companies, mutuals and mutual holding companies
  • U.S. and offshore captives and other ART vehicles
  • Fraternal benefit societies, reciprocal insurers and Blue Cross Blue Shield plans
  • Lloyd’s and the Lloyd’s market
  • Bermuda captives and other Bermuda companies
  • Investment banks and private equity investors
  • Trade associations
  • Financial, residual value and mortgage guaranty insurance companies
  • Commissioners of Insurance and State Attorney General

We advise our insurance clients on the full spectrum of legal matters, including:

  • State and federal regulation .
    • Policy, legislative and regulatory reform
    • Product development
    • Compliance
    • Corporate governance
    • Redomestications
    • Reinsurance
    • Enterprise risk management (ERM)
    • Investigations and enforcement actions by the SEC, FINRA, and state departments of insurance and attorneys general
    • Dodd-Frank Act regulation
  • Mergers, acquisitions and dispositions
    • Domestic and cross-border transactions
    • Mergers, acquisitions and dispositions of insurance companies, blocks of business and distribution channels (agencies and broker-dealers)
    • Sponsored demutualizations
    • Mutual holding company and Blue Cross conversions and mergers
    • Complex reinsurance, loss portfolio and renewal rights transfers
  • Insurance products
    • Innovative and traditional life insurance
    • Annuity and retirement products, including fixed, variable and equity-indexed products
    • Immediate and deferred payout annuities
    • Longevity insurance products
    • Stable value and other products in the retirement market
    • Long-term care insurance
    • Financial guaranty insurance
    • Complex property and casualty insurance and reinsurance products
    • Pension buy-out annuities
  • Financings and capital markets transactions
    • Public and private company finance
    • Equity offerings, including securitizations and insurance-linked securities
    • Catastrophe and extreme mortality (CAT) bonds
    • Equity-linked products and private placements
    • Debt offerings, including investment grade bonds and hybrids
    • Derivatives, including futures contracts, forward contracts, options and swaps
    • Surplus notes
    • XXX and AXXX deals
    • Sidecars
  • Lloyd’s and the Lloyd’s market
    • Strategic market advice
    • U.S. income and excise tax matters
    • Lloyd’s closing agreements with the U.S. Treasury Department
    • Matters before the IRS, state insurance commissioners, the SEC and state attorneys general
    • Entering the Lloyd’s market
    • Lloyd’s vehicles expanding in the U.S., Bermuda and elsewhere
  • Tax and tax controversy
    • Corporate tax matters, including mergers, acquisitions and restructurings
    • International tax
    • Federal tax planning, controversy and litigation
    • State and local tax planning, controversy and litigation
    • Insurance product taxation
    • Taxation of annuity products for the retail, private placement and corporate markets
    • Remediation of products that fail to be tax compliant
    • Policy holder tax matters
    • Excise taxes
  • Public company matters
    • Corporate governance
    • Internal controls under Sarbanes-Oxley
    • NAIC Model Holding Company Act
    • Periodic reporting
    • Proxy contests
    • Hostile shareholder matters
    • Whistleblower responses
    • Fiduciary duty
    • Internal investigations
    • Crisis management
    • Executive compensation
    • Disclosure
  • Captives and other alternative risk transfer vehicles
    • Design, structure and implementation
    • Securities, registered and unregistered
    • BOLI/COLI/STOLI/stable value and bespoke insurance coverage
  • Reorganizations and restructurings
    • Distressed and insolvent insurers and creditors
    • Investments in and purchases of business from distressed insurers
    • Demutualizations and mutual holding company conversions
    • Blue Cross conversions, mergers and affiliations
  • Derivatives
    • Exchange-traded and over-the-counter derivative instruments
    • Dodd-Frank Act regulation
    • Compliance
    • Transactions
  • Outsourcing
    • Technology acquisition, development, implementation and maintenance services
    • Business process outsourcing
    • Shared services and joint venture arrangements
  • Litigation and enforcement
    • Class actions
    • Bad-faith and extra-contractual claims
    • Market conduct and sales practice disputes
    • Fiduciary duty disputes
    • Broker compensation disputes
    • Securities, ERISA and antitrust claims
    • Regulatory investigations
    • Enforcement actions
    • Ratemaking
    • Unclaimed insurance benefits examinations and litigation
  • Broker-dealers and investment advisers
    • Regulation and compliance
    • Investigations and enforcement
    • Litigation
    • Transactions
  • Investments and investment management
    • Mutual funds
    • Hedge funds
    • Business development companies
    • 529 plans
    • Pension plans
    • Separate accounts
    • Timber and agribusiness
    • Hospitality
    • Energy
    • Private equity
    • Real estate
  • Unclaimed property
    • Internal compliance review
    • Audits
    • Voluntary disclosure agreements
    • State regulatory inquiries
    • Market conduct examinations
    • Litigation
    • Policy

Take Action
Whether you are considering a major restructuring, looking for capital, launching a new product, or defending yourself in critical litigation, Sutherland has the business acumen and legal experience to navigate any challenge.

Selected Experience
Sutherland advises The Hartford in strategic sale of its life insurance business.
Sutherland represented Hartford Financial Services Group, Inc. in  the sale of its individual life business; a strategic disposition in support of the company's plan to narrow its focus to property and casualty, group benefits and mutual fund businesses.

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 wins dismissal of class action for international P&C insurer.
Sutherland successfully defended a major international property and casualty insurer in a putative class action alleging that the insurer had not validly advised liability umbrella policyholders of specific options, in violation of a state statute. The circuit court granted a motion to dismiss the complaint with prejudice. On appeal, the district court affirmed the dismissal with prejudice.


 
 
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...