Insurance Transactional and Regulatory

GrayRobinson represents insurance and reinsurance companies, producers, investment banks and private equity sponsors in a wide variety of transactions, including mergers and acquisitions, public and private financings, restructurings and reorganizations. In addition, we have extensive knowledge and experience in all aspects of insurance regulation providing innovative advice and solutions for our clients dealing with the insurance industry.

We have extensive experience in a broad range of issues regarding market conduct compliance, regulation of insurance intermediaries, the production of insurance, holding company regulations, requirements relating to reinsurance, the regulation of captive insurers, and risk-based capital requirements and solvency standards.

  • Regulatory Guidance

    We advise clients on every aspect of insurance regulation, including:

    • Holding company act compliance and structuring for approval, mergers and acquisitions, significant reinsurance transactions, and extraordinary dividends
    • Market conduct compliance
    • Distribution systems - agreements, structuring and compliance issues
    • Strategic growth initiatives involving formation and licensing of insurance and reinsurance companies, captives, producers, and third-party administrators
    • Responses to insurance department inquiries and examinations
    • Analysis of capital requirements, capital structure, financing and tax planning, and structuring transactions to ensure required regulatory approvals
    • Legal investment issues
    • Premium tax issues

    The firm works with our clients’ senior management teams to address these and other issues of importance to every type of regulated risk-bearing entity. Our insurance regulatory practitioners collaborate with government affairs and corporate attorneys, litigators, tax attorneys, and other appropriate practice area attorneys as needed to develop the most effective and efficient means of achieving our clients' objectives.

  • Transactions

    Insurance industry mergers and acquisitions require lawyers who understand not only the anatomy of an M&A deal, but also the unique aspects of an insurance company’s operations and the corresponding insurance regulatory, securities law, insurance company taxation and accounting paradigms.

    GrayRobinson’s insurance transactional attorneys are dedicated to handling insurance industry M&A transactions. We handle a broad range of M&A and strategic transactions on behalf of both strategic and financial buyers and sellers, involving a variety of institutions in the insurance and financial services industries, including insurance companies, insurance intermediaries, investment managers and advisors, broker-dealers and other insurance and financial services related entities. Our practice covers the full range of M&A services, including public and private company mergers, stock and asset acquisitions and divestiture transactions, joint ventures, private equity and venture capital investments, leveraged buyouts, spin-offs and split-offs, recapitalizations, unsolicited takeovers and takeover defenses and issuer and third party tender offers.

    We believe that our in-depth industry and regulatory knowledge is critical in effectively representing participants in these transactions. Our deep understanding of the nuances of insurance holding company systems regulation and related affiliation issues allows us to properly address unique issues applicable to investments in insurance companies, particularly by private equity, hedge fund and other institutional investors.

  • Finance

    GrayRobinson’s attorneys represent insurance and other financial services companies in a wide variety of financing transactions. These transactions raise capital by issuing registered and unregistered securities in the domestic and offshore markets. Our multi-disciplinary approach, employing our expertise in finance, insurance, securities, tax and accounting, is essential to our ability to effectively represent clients in these transactions.

  • Alternative Risk Transfer Solutions and Reinsurance

    GrayRobinson advises commercial entities and non-for-profit organizations on alternative risk transfer solutions. Our attorneys and are in the forefront of developing innovative structures for captive operations. The firm's practitioners in financial and alternative risk transfers have collaborated with capital markets providers to develop cell companies that issue derivative and debt instruments to enable risk transfers where insurance capacity is limited or unavailable (e.g., financial, credit and weather risks).

    Understanding reinsurance is critical to our effective representation of insurers and those who do business with insurers. We draft, negotiate and provide structural and regulatory advice on reinsurance agreements. We deal with all aspects of reinsurance, and closely follow regulatory activity relating to financial statement treatment of reinsurance. We also represent cedents and reinsurers in disputes.

    Our attorneys have negotiated and drafted nearly every type of reinsurance agreement, including diverse types of property and casualty quota share, excess of loss, and facultative agreements, managing general agency and managing general underwriter agreements, reinsurance intermediary agreements, retrocessional agreements, property surplus share agreements, loss portfolio transfer reinsurance agreements, workers' compensation and occupational accident reinsurance contracts, and life reinsurance agreements.

  • Insurance Company Formation

    Unlike the formation of unregulated business entities, forming an insurance company or other regulated insurance entity requires an awareness of a distinct variety of legal, financial and practical issues. Our lawyers have extensive experience in forming, advising and licensing various forms of life, health and property and casualty insurance companies, including specialized entities such as captives and monoline insurers, as well as other insurance-related enterprises, such as insurance agencies, brokers and other intermediaries, managing general agents, third party administrators and risk retention and risk purchasing groups.

  • Health Insurance and Healthcare

    We have expertise in laws pertaining to healthcare delivery, insurance and regulating agencies that gives us an in-depth understanding of the environment in which healthcare providers and health insurers operate. Our healthcare practice encompasses all aspects of the establishment, operation, restructuring and regulation of healthcare providers, integrated healthcare delivery organizations, health insurers and managed care organizations.

  • Impairments and Insolvencies

    GrayRobinson's insurance and reinsurance lawyers work with the restructuring group on insurer impairments and insolvencies. This complex area also requires coordination with our practitioners in insurance and reinsurance taxation, corporate and litigation.

    We have assisted clients in complex restructurings of their operations and entities to separate ongoing businesses from discontinued businesses, to prepare for asset and stock sales and to raise capital. We have also represented companies in restructuring their operations for sale and run-off.

  • Compliance and Corporate Governance

    GrayRobinson is recognized as a compliance leader in the Florida insurance marketplace. The firm's insurance corporate and litigation practitioners seamlessly build effective top-down compliance programs for senior management teams and producers. The experience of our insurance regulatory lawyers enables these teams to offer advice that is tailored to this industry and its business imperatives and objectives.

    Our teams have had a high success rate in demonstrating client diligence and good faith in internal investigations led by the firm, often eliminating the need for separate agency investigation, and thereby mitigating the potential for onerous sanctions and adverse publicity. We have also helped clients design and roll out remediation plans where this is necessary or appropriate. Investigations have ranged from market timing to risk transfer and accounting practices to broker compensation, as well as sales practices and market conduct.

    Representation on compliance matters also entails working with clients to structure programs to ensure compliance with shifting federal and state requirements, and advising boards on corporate governance and other compliance requirements.

  • Life Accumulation and Life Settlement Programs

    GrayRobinson’s attorneys provides counsel to commercial banks, insurance companies, investment banks, hedge funds and other financiers in connection with the structuring and development of life settlement, life insurance and annuity accumulation and structured premium finance programs. These programs focus on the inherent investment characteristics associated with traditional life insurance and annuity products and are designed to provide investors with an economic return tied to the underlying mortality and credit-based risk exposure. In connection with these programs, we have considered all of the various legal and regulatory issues, including those related to insurable interest, contestability, commission sharing, rebating/unfair trade practices, privacy laws, choice of law, premium finance, tax, consumer finance laws, usury and life settlement laws.