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.
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
- 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
- Corporate governance
- 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
- 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
- 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
- Exchange-traded and over-the-counter derivative instruments
- Dodd-Frank Act regulation
- 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
- Unclaimed insurance benefits examinations and litigation
- Broker-dealers and investment advisers
- Regulation and compliance
- Investigations and enforcement
- Investments and investment management
- Mutual funds
- Hedge funds
- Business development companies
- 529 plans
- Pension plans
- Separate accounts
- Timber and agribusiness
- Private equity
- Real estate
- Unclaimed property
- Internal compliance review
- Voluntary disclosure agreements
- State regulatory inquiries
- Market conduct examinations
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.
Represented The Hartford in the strategic sale of its life insurance business to Prudential.
Represented Hartford Financial Services Group, Inc. in the $615 million sale of its individual life business to Prudential Financial, Inc., a strategic disposition in support of The Hartford’s plans to focus on its property and casualty, group benefits and mutual funds 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. Recent efforts have focused on developing summary prospectuses for variable annuity products; counseling on the impact of the Dodd-Frank Act on insurance companies, including the status of insurance products as swaps under the Act and how the Volcker Rule affects insurance company investment operations; the insulated status of separate accounts; and various issues arising from FINRA rule book consolidation initiatives, including suitability, “know your customer” and advertising rules as they affect distributors and sellers of variable insurance products.
Won dismissal of a class action alleging that a major international property and casualty insurer had not validly advised liability umbrella policyholders of specific options, in violation of a state statute.
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, finding that the insurer had complied with the statute. On appeal, the district court affirmed the dismissal with prejudice.
Articles Authored by Lawyers at this office:
How Technology May Affect Insurance in 2017
, January 12, 2017
Marsh has released a new report on trends anticipated in the United States casualty insurance marketplace in 2017. It noted that the Internet of Things, the sharing economy, and autonomous vehicles will all begin to make major changes to the insurance business in the coming year. In particular,...
NY DFS Publishes Revised Proposed Cybersecurity Rules for Financial Services Companies
Mark D. Herlach,John S. Pruitt,Stephen E. Roth,Cynthia R. Shoss,Phillip E. Stano, January 02, 2017
On December 28, 2016, the New York Department of Financial Services (the DFS) published a revised proposed cybersecurity regulation (the Revised Regulation) for further public comment. First published in September 2016, the Revised Regulation is a culmination of three years of work by the DFS to...
NAIC Report: 2016 Fall National Meeting
B. Scott Burton,Ling Ling,Michael R. Nelson,John S. Pruitt,Stephen E. Roth, December 30, 2016
The National Association of Insurance Commissioners (NAIC) held its 2016 Fall National Meeting December 10-13. Despite the glitzy setting at the Fontainebleau Hotel in Miami Beach, there were no splashy new developments—save the announcement of the appointment of Michael Consedine as NAIC...
Enhanced Cyber Risk Management Standards Announced in Joint Rulemaking Initiative by Treasury, Federal Reserve, and FDIC
Mark D. Herlach,John S. Pruitt,Stephen E. Roth,Cynthia R. Shoss,Phillip E. Stano, December 29, 2016
On October 19, 2016, the three major federal banking regulators announced a joint advance notice of proposed rulemaking (ANPR) for enhanced cyber risk management standards (Enhanced Standards) for large and interconnected federally regulated financial institutions and their third-party service...
NAIC Adopts Revisions to Actuarial Guideline 49
Eric A. Arnold,Frederick R. Bellamy,Thomas E. Bisset,Dodie C. Kent,Clifford E. Kirsch, December 19, 2016
On December 13, the National Association of Insurance Commissioners (NAIC) Executive (EX) Committee and Plenary adopted revisions to Actuarial Guideline 49 (AG 49) with an effective date of March 1, 2017. The revisions apply AG 49’s standards for determining the maximum annual rate of...
Cybersecurity Certifications Now Required to Access Death Master File
Wilson G. Barmeyer,Robert D. Owen,Phillip E. Stano,Steuart H. Thomsen,Mary Jane Wilson-Bilik, November 14, 2016
Tough cybersecurity certification requirements for parties seeking access to certain information in the Social Security Death Master File (DMF) take effect on November 28.
STOLI Scheme Saved By Expiration of Contestability Clause
Wilson G. Barmeyer,Kristine M. Ellison,Phillip E. Stano,Steuart H. Thomsen,Gail L. Westover, October 05, 2016
On September 22, the Florida Supreme Court in Wells Fargo Bank NA v. Pruco Life Insurance Co., No. SC15-382 (Fla. Sept. 22, 2016) denied Pruco Life Insurance Company’s challenge to the validity of an insurance policy purchased under a stranger-originated life insurance (STOLI) scheme because...
A New Way to Buy Car Insurance?
, September 23, 2016
A car insurance startup has recently acquired an insurance company with licenses in 50 states. Metromile, which has received funding from investors such as Mark Cuban, charges for car insurance based on miles driven. (A hardware “dongle” tracks how many miles the subscriber drives.) The...
NY DFS Announces Proposal for Cybersecurity Rules for Financial Services Companies
Mark D. Herlach,John S. Pruitt,Stephen E. Roth,Cynthia R. Shoss,Phillip E. Stano, September 22, 2016
On September 13, 2016, New York Governor Andrew Cuomo announced a proposal by the New York Department of Financial Services (the DFS) of a rule that establishes cybersecurity requirements for financial services companies regulated by the DFS (the NY Regulation). The NY Regulation is the culmination...
NAIC Report: 2016 Summer National Meeting
B. Scott Burton,Ling Ling,Michael R. Nelson,John S. Pruitt,Cynthia R. Shoss, September 07, 2016
The National Association of Insurance Commissioners (NAIC) held its 2016 Summer National Meeting from August 26 through August 29 in San Diego, California.
NAIC Task Force Releases Revised Draft Insurance Data Security Model Law
Mark D. Herlach,John S. Pruitt,Stephen E. Roth,Cynthia R. Shoss,Mary Jane Wilson-Bilik, August 30, 2016
On August 17, the National Association of Insurance Commissioners (the NAIC) Cybersecurity (EX) Task Force (the Task Force) released for comment a revised draft Insurance Data Security Model Law (the Model Law). This Model Law purports to “establish exclusive standards . . . for data security...
Auto Insurers, Buckle Up — Automated Tech Is Already Here
, August 08, 2016
Many auto insurers have developed a false sense of security based on a belief that vehicles with automated driving technology are still several years off, but recent events have demonstrated that the public is buying and driving cars that have a high degree of automation. Auto insurers, whose...
NAIC Life Insurance and Annuities (A) Committee Adopts Revisions to Actuarial Guideline 49
Eric A. Arnold,Frederick R. Bellamy,Thomas E. Bisset,Dodie C. Kent,Clifford E. Kirsch, August 01, 2016
On July 27, 2016, the Life Insurance and Annuities (A) Committee adopted revisions to Actuarial Guideline 49 (AG 49) to address situations where indexed universal life (IUL) insurance policies make available multiple index account options with different account charges (the dual account issue). The...
Insurers Preparing for a World of Autonomous Vehicles
, July 28, 2016
When autonomous vehicles become ubiquitous, what will be the need for car insurance? That is the question auto insurers are beginning to face as autonomous vehicle technology promises safer roads and fewer accidents. At least one insurer, State Farm, is participating in research on driverless car...
Insurers Should Actively Monitor Automated Driving Technology Developments
, July 21, 2016
Automated technology will bring both new challenges and new opportunities for insurers. Although insurers may face the challenges associated with a shrinking market where manufacturers absorb more liability risk, insurers also have new opportunities. For example, such opportunities include new and...
New York Issues Two Advisory Opinions Regarding Surplus Lines Insurance
Michele Borens,Jonathan A. Feldman,Jeffrey A. Friedman,Todd A. Lard,Carley A. Roberts, July 01, 2016
The New York State Department of Taxation and Finance (Department) issued two advisory opinions determining that unauthorized non-life insurance corporations (here, surplus lines insurance companies) are subject to insurance franchise tax (under N.Y. Tax Law § 1502) instead of premium tax...
Insurance Coverage for Driverless Cars
, June 30, 2016
Who is liable for accidents involving autonomous vehicles? At least one insurance company in Britain is now offering an auto policy that will cover autonomous and partly automated vehicles. The policy covers accidents caused by malfunctions in the car’s driverless systems, as well as...
Insurers Aim to Use New Technology To Make Cars “Marketing Machines”
, June 24, 2016
Modern cars capture vast amounts of information about drivers through various computer technologies, tracking where drivers are going, when, and how they are driving. A new study from McKinsey and Company suggests that the future of car insurance lies in harnessing that data: by collecting and...
NAIC Task Force Continues Work on Insurance Data Security Model Law
John S. Pruitt,Cynthia R. Shoss,Mary Jane Wilson-Bilik,John Allen Zumpetta, June 07, 2016
On May 24 and 25, the National Association of Insurance Commissioners (the NAIC) Cybersecurity (EX) Task Force (the Task Force) hosted a meeting in which state insurance commissioners and interested parties were invited to provide comments to and voice concerns about the current draft of the...
Deloitte Predicts Changes to Auto Insurance Due to “the Future of Mobility”
, June 06, 2016
Deloitte has released a white paper analyzing trends and potential future changes in auto insurance. Two key trends addressed are the rise of autonomous vehicles and the shift from individual vehicle ownership toward the sharing economy. Members of Deloitte’s actuarial practice modeled how...
NAIC Task Force Hosts Insurance Data Security Model Law Meeting
, May 31, 2016
On May 24 and 25, the National Association of Insurance Commissioners (the “NAIC”) Cybersecurity (EX) Task Force (the “Task Force”) hosted a meeting in which state insurance commissioners and interested parties were invited to provide comments to and voice concerns about the...
NAIC Report: 2016 Spring National Meeting
Frederick R. Bellamy,Ling Ling,John S. Pruitt,Cynthia R. Shoss,Mary Jane Wilson-Bilik, May 25, 2016
The National Association of Insurance Commissioners (NAIC) held its 2016 Spring National Meeting from April 1 through April 6 in New Orleans, Louisiana. As host, Louisiana provided beautiful weather and bountiful great food. The Spring National Meeting was also highlighted by spirited discussions...
Unclaimed Property Primer for Health and Property & Casualty Insurance
Wilson G. Barmeyer,Holly H. Smith,Phillip E. Stano,Steuart H. Thomsen,Mary Jane Wilson-Bilik, May 17, 2016
Unclaimed Property: It’s not just about life insurance. The same contingency-fee unclaimed property auditors that targeted unclaimed life insurance proceeds are now turning their focus to other types of insurance, including health insurance and property & casualty insurance (P&C). For...
Basic-Supplemental Life Insurance Plan Pricing Structure Upheld in ERISA Class Action
Wilson G. Barmeyer,Carol T. McClarnon,Phillip E. Stano,Steuart H. Thomsen,Gail L. Westover, May 05, 2016
An employee benefit plan that includes an alleged subsidization component for its basic and supplemental options is neither prohibited by the Employee Retirement Income Security Act of 1974 (ERISA) nor a violation of the plan sponsor or service provider’s fiduciary duties, a federal district...
Conference Addresses Challenges in AV Deployment
, April 20, 2016
On April 15, 2016, the University of Michigan Law School hosted Autonomous Vehicles: Legal and Regulatory Hurdles to Deployment. Representatives from the National Highway Traffic Safety Administration (NHTSA), automakers, insurers, and academia discussed the legal challenges autonomous technology...
Automakers Reach out to Auto Insurers on Recalls
, April 14, 2016
Two associations representing the largest automakers in the world have asked the auto insurance industry to assist them by reminding insureds of recalls when they renew their policies. The Alliance of Automobile Manufacturers and the Association of Global Automakers made their request in letters to...
NHTSA To Propose Safety Guidelines For New and Emerging Technology
, April 01, 2016
The National Highway Traffic Safety Administration is submitting a proposed enforcement guideline to address safety concerns relating to new and emerging technology, such as automated vehicles and crash avoidance technology. The NHTSA acknowledged that the increased use of electronic systems has...
Interagency Guidance: CIP Requirements Apply to Certain Prepaid Cards
Brian Barrett,Brian M. Murphy,Robert J. Pile,John Allen Zumpetta, March 30, 2016
On March 21, the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Office of the Comptroller of the Currency (OCC), and the U.S. Department of Treasury’s Financial Crimes Enforcement Network (collectively, the...