Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 




Insurance M&A and Demutualizations Return to Practice Areas & Industries

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Practice/Industry Group Overview

Sutherland has the resources, industry   know-how and creativity to solve problems and facilitate timely insurance M&A and demutualization transactions.

When insurance companies engage in M&A matters, a highly regulated industry meets complicated transactional work. At Sutherland, we understand the specialized issues that arise when insurers are involved in a merger, acquisition or other disposition or restructuring. First and foremost, we are dedicated insurance lawyers who know the industry from top to bottom, rather than just deal lawyers who delve into the sector from time to time. Our decades of insurance experience allow us to identify fresh opportunities, head off potential problems and ensure that our clients get the outcomes they are hoping to achieve in any type of deal.

This deep experience across all aspects of the insurance business—whether it involves product development, financing, operations, litigation, regulatory matters or tax—enables us to advise on all aspects of M&A work. We advise some of the nation’s largest insurance companies on stock and asset acquisitions and dispositions (including deals involving dispositions of non-core businesses through bulk reinsurance), transformative transactions such as demutualizations, mutual mergers, mutual holding company (MHC) conversions and mergers and Blue Cross conversions and mergers. We have international reach and serve as counsel on M&A matters for the public and non-public transactions of global insurers and reinsurers.

Our thorough knowledge of insurance company and related transactions covers the full range of issues that are likely to arise, including corporate, tax, securities, antitrust, intellectual property and employee matters, as well as the special matters raised by insurance company regulation and reinsurance. We identify and proactively manage challenges. This combination of knowledge not only makes us uniquely well suited to represent a buyer or seller in any insurance company transaction, but also uniquely positions us to better focus on our clients’ needs in a transaction.

Why Sutherland
Continuity. A focused, consistent team handles insurance M&A, so clients know who is working on their matters and can develop trusted relationships.

Comprehensive practice. We counsel on all questions in a given transaction, including tax, regulatory, finance, employee benefits and litigation issues. We also contemplate the effects a deal will have on a company’s operations following the closing.

Industry knowledge. We understand the insurance business and provide strategic advice specific to our client’s business operations, structure and goals. Many of our attorneys have in-house insurance experience, and we are intimately familiar with the special regulations and restrictions imposed upon the insurance industry.

Decades of experience. Our attorneys have spent years guiding some of the country’s largest insurers through transformational transactions.

Relationships with regulators. We work closely with state and other regulators across the country and internationally to help our clients achieve their desired outcomes.

Specialized focus. We are particularly well-known for handling large and complex acquisitions and divestitures of insurance businesses, including the negotiation and execution of bulk reinsurance, collateral protection and administrative services agreements.

Firm-wide resources. When necessary, we draw on the knowledge of colleagues in antitrust, securities, intellectual property, environmental and other areas.

Anticipation. We pride ourselves on knowing how insurance companies conduct their day-to-day businesses. Our familiarity with all aspects of insurance (including product development, securities offering and registration, securities enforcement, corporate tax, insurance company tax and insurance product tax, corporate governance, and employee benefits and executive compensation) allows us to anticipate many of the otherwise unexpected ways M&A transactions can ripple across an entire enterprise.

Nuts and Bolts
Sutherland has deep experience and knowledge of the issues in mergers, acquisitions and restructurings of insurance companies and large blocks of insurance business, including:

  • Corporate
  • Tax
  • Securities
  • Antitrust
  • Intellectual property
  • Employee matters
  • Insurance regulations
  • Reinsurance
  • Asset sales by bulk reinsurance, business transition and renewal rights transactions
  • Administrative services agreements
  • Insurance Holding Company Act transactions
  • Examinations and investigations
  • Compliance, governance and investment issues

Take Action
When insurers look to strategically transform their business through M&A, they turn to the experienced lawyers at Sutherland to provide comprehensive solutions for complex transactions.

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 attorneys represented Munich Re in multiple insurance company acquisitions.
Sutherland attorneys represented Munich Re in expanding its U.S. business with its $1.3 billion acquisition of The Midland Company; the $747 million acquisition of The Hartford Steam Boiler Group from AIG; and the $352 million acquisition of Sterling Life Insurance Company and Olympic Health Management Systems, Inc. from Aon Corporation.

Sutherland advises on billion-dollar insurance industry acquisition.
Sutherland advised insurance company on its acquisition of property and casualty insurance assets.


 
 
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.