Insurance

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
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.

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Peer Reviews

  • 4.8/5.0 60 reviews
  • Legal Knowledge

    4.9/5.0
  • Analytical Capability

    4.8/5.0
  • Judgment

    4.8/5.0
  • Communication

    4.8/5.0
  • Legal Experience

    4.9/5.0

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Client Reviews

  • 4.2/5.0 6 reviews
  • 83% client recommended 5 recommendations
  • Communication

    4.2/5.0
  • Responsiveness

    4.3/5.0
  • Quality of Service

    4.3/5.0
  • Value for Money

    4.0/5.0

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Diversity

§  “Diversity at Sutherland Asbill & Brennan LLP” to “Diversity at Eversheds Sutherland (US) LLP”

§  “Diversity” section:

o   The firm’s emphasis on diversity is reflected in numerous ways throughout the firm, such as the manner in which we recruit lawyers and other employees, our work-life policies and our professional service efforts. We have been recognized for our achievements in diversity.  More importantly, we understand the significant role a diverse community plays in the firm's growth and development.

§  “Our Awards and Recognitions” section:

o   Eversheds Sutherland (US) LLP continues to be recognized for its efforts to promote diversity in the workplace and in the legal profession. In 2016 we were named a “Best Place to Work for LGBT Equality,” having earned a perfect 100 score on the Human Rights Campaign’s Corporate Equality Index, and we also were ranked a Top 100 Firm for Minority Attorneys by Law360. In addition, the firm was awarded the Gold Standard Certification for the fifth consecutive year by the Women in Law Empowerment Forum.

§  “Our Commitment” section:

o   Eversheds Sutherland (US) LLP is committed to promoting diversity within the firm and in the legal profession.  We believe that diverse skills, knowledge and viewpoints make us a stronger, more productive law firm.  We hire and promote qualified lawyers and other professionals regardless of race, color, national origin, religion, disability, gender, gender identity or sexual orientation.  We understand that diversity enhances our value to clients by allowing us to staff our client teams with professionals who possess broad experiences and a spectrum of perspectives.

o   Eversheds Sutherland (US) LLP has a cross-office Diversity Committee with responsibility for supporting and enhancing our firm culture.  Our committee has helped coordinate and lead a number of efforts to advance diversity within our firm and the community. Affinity groups at the firm serve as support networks for attorneys of color; women lawyers; and gay, lesbian, bisexual and transgender attorneys.

o   We are committed to working with our clients as they pursue the common goal of a professional workplace where opportunity is available to all.

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