Duane Morris LLP

The Duane Morris inter-disciplinary insurance industry practice handles complex corporate, M&A transactional, regulatory and litigation matters in all sectors of the insurance industry in the U.S., London and Asia. We handle property and casualty, life, workers' compensation and reinsurance matters. We also advise on related areas of law, such as tax, antitrust, SEC, market-conduct and internal investigation issues, including international investigations.

Our insurance practice includes more than 100 lawyers in 25 offices. We have solved hundreds of insurance-industry challenges for many of the largest U.S. life and P&C insurers, as well as major international insurers, reinsurers and regional and specialty carriers.

Our practice group includes former general counsel and executives of major international insurance and reinsurance companies, including both mutual and stock companies. Our lawyers are thought leaders in the insurance industry. The group includes lawyers who have written authoritative treatises in the insurance industry, lectured publicly, spoken frequently at industry meetings in the U.S., Europe and Asia, and have contributed to widely used insurance publications, such as regulatory handbooks published by the Practising Law Institute, the Society of Actuaries' textbook, Insurance Industry Mergers & Acquisitions, and Aspen Publisher's Handbook on Insurance Coverage Disputes. Our lawyers understand the insurance industry's business as well as its legal needs, and Chambers called our arbitration/litigation insurance practice "a strong group of lawyers who are excellent representatives of the industry."

We have worked successfully with federal and state regulators nationwide on many diverse matters ranging from routine insurance regulatory problems, to multi-state M&A transactions, and complex market-conduct examinations.

Duane Morris U.S. Insurance Resources

Members of our insurance team have had long-term working relationships with insurance department regulators in most states, including New York, Connecticut, California, Florida, Delaware, New Jersey, Pennsylvania and Massachusetts. Our lawyers know and have worked with regulators who are directing the Federal Insurance Office as well as the development of the new federal and state health insurance programs.

Our lawyers have handled the corporate and regulatory aspects of multibillion-dollar M&A insurance transactions. We have represented major insurance companies in industry-wide, multi-state investigations in the life, P&C and title insurance areas, and have advised them in criminal and civil class-action proceedings, such as the bid-rigging investigations brought by former New York Attorney General Eliot Spitzer.

We regularly attend meetings of various insurance industry trade associations and actively monitor regulatory developments and emerging domestic and international regulatory issues from the National Association of Insurance Commissioners, Federal Insurance Office and the International Association of Insurance Supervisors. Duane Morris is the only domestic law firm with observer status at the IAIS.

Duane Morris International Insurance Resources

Internationally, our lawyers have worked on multibillion-dollar international M&A insurance and reinsurance transactions, and we have done regulatory and transactional work for clients in the London, Swiss, and Bermuda markets. Our London office has deep UK regulatory and transactional know-how and regularly handles matters before the FSA, as well as cross-border matters.

On the enforcement front, we have advised clients involved in U.S. and international insurance regulatory proceedings and major litigation, including industry-wide investigations.

We serve the most vibrant Asian insurance markets through our offices in southeast Asia. Our Singa-pore office serves the domestic Singapore market, and through the national desks manned from Singapore, serves markets in India, Malaysia and the People's Republic of China, with attorneys admitted in those countries. Additionally, we serve the Vietnam market through our offices in Hanoi and Ho Chi Minh City, the Myanmar market through our connections in Yangon and the Indonesia market through our connections in Jakarta.

Specific Experience and Capabilities in Insurance Regulatory, Corporate and Litigation

Insurance Regulatory

Regulatory Advice

• Formation and licensing
• Life and P&C insurers
• Public mutual and nonprofit insurers
• Reinsurers
• Reciprocal exchanges
• Captives and special purpose vehicles on- and off-shore, including Bermuda and Ireland, as well as South Carolina, Vermont and Delaware
• Licensing in all U.S. jurisdictions

Excess and Surplus Lines

• Reinsurance and transfers of books of business
• Structuring traditional reinsurance transactions for both life and non-life insurers and reinsurers
• Sales and transfers of domestic and international lines of business through assumption or indemnity reinsurance
• Structuring quota share and loss portfolio transfer transactions

Restructurings, Reorganizations, Insolvencies

• Premium Rates
• Rate-filing, including the development of the database, principles of ratemaking and actuarial analysis
• Contested insurance department rate hearings
• Privileged rate audits

Agency and Producer Agreements

• Producer and agency licensing and agency appointments
• Agency and producer agreements
• Reinsurance intermediary issues
• Third Party Administrator issues

Health Insurance Reform

• Affordable Care Act regulatory issues
• Representation of clients before the Center for Consumer Information and Insurance Oversight, the federal division of the Department of Health and Human Services charged with nationwide implementation of the Affordable Care Act
• Complex HIPAA and privacy issues for both private companies and foreign governments
• Advice to clients on participation in state, partnership and federal exchanges
• Rate-review hearings for excessive rate submissions

Corporate

Insurance Capital Markets

• Public and private offerings of debt, equity and hybrid securities
• Capital markets and corporate finance transactions specific to the insurance industry
• Life insurance financings, such as XXX and AXXX reserve transactions and other reinsurance-based transactions
• Offerings of catastrophe bonds
• Commercial paper programs
• Issuer stock repurchase programs

SEC Reporting and Disclosure

• Reports on Forms 10-K, 10-Q and 8-K
• Proxy statements, including shareholder proposals and executive compensation disclosure
• Section 16 reporting and advice
• Rule 144
• Rule 10b5-1 plans
• Regulation FD advice
• Reporting and disclosure obligations of foreign private issuers, including Forms 20-F and 6-K and Rule 12g3-2(b) exemption

Corporate Governance

• Responsibility of directors and officers, including fiduciary duties and business judgment rule
• Director and officer indemnification
• Director independence
• Board leadership structure, risk oversight and committee practices
• Director evaluations
• Executive and director compensation
• Advice on charters and bylaws, including advance notice, proxy access, majority voting and special meeting
• Advice on board committee charters, corporate governance guidelines, codes of conduct, insider trading policies, related person transaction policies, whistleblower policies, executive compensation policies and compensation clawback or recoupment policies

Insurance M&A

• Negotiation of merger agreements and stock and asset purchase agreements for public and private companies on both buyer and seller sides
• Mergers of mutual companies, spin-offs and transfers of books of business
• Form A/Form E filings, approvals and hearings
• U.S. antitrust and international competition issues, including Hart-Scott-Rodino filings, and competition clearances in the EU and 75 other countries
• Advice on legal, regulatory and tax implications of potential transaction structures
• Advice on defensive measures, including the adoption of poison pills
• Presentations and advice to senior management and boards of directors
• Organization and implementation of due diligence reviews
• SEC advice and filings
• Executive compensation and employment law advice

Litigation

Litigation and Arbitration

• Coverage advice on all areas of insurance, including catastrophic and environmental claims
• Insurance dispute resolution
• Appellate practice
• Focus on matters involving:
  
  • asbestos, pollution and hazards
  • bad faith defense
  • bankruptcy, liquidation and insolvency
  • construction
  • directors and officers liability
  • general liability
  • primary and excess
  • life and disability
  • marine
  • professional liability
  • rehabilitation
  • reinsurance and specialty lines

Antitrust

• Advice to many of the leading U.S. and international reinsurers on a variety of antitrust issues, including:
  
  • Market conduct issues
  • McCarran-Ferguson exemptions
  • Distribution, including tying and exclusive dealing
  • Pricing, including information exchanges

Internal Investigations

• Major internal investigations of leading domestic and international insurers on a variety of critical corporate issues ranging from alleged stock manipulations to alleged price fixing
• Work directly with boards of directors in presenting evidence and preparing conclusions

Government Investigations

• Leading the settlement of some of the most significant and aggressive multi-state and multi-national government investigations of the last two decades, both from the government and private sides, including:
  
  • industry-wide, multi-state market conduct examinations
  • acting as the co-lead regulator in the multi-state examination of AIG concerning workers compensation data reporting
  • served as catalyst of the New York Insurance Department industry meeting, which led to the settlement of the World Trade Center terrorist attacks coverage litigation
  • structured and led the life insurance industry-wide settlements for vanishing premium with state Attorneys General, insurance department investigations and class actions
  • led the bid-rigging and finite reinsurance regulatory investigations, class actions and settlements

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

• Committed to strategically increasing our diversity levels, which is currently at 10 percent.
• Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
• Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.