The Legal 500

With its ‘unique combination of legal expertise and business acumen’, Debevoise & Plimpton’s insurance industry group has gained an impressive reputation as ‘the cream of the crop’ and the ‘go-to’ firm. In addition to advising clients on insurance-associated regulatory and competition law issues, the group has ample capacity to handle sophisticated matters ranging from capital market transactions, cross-border M&A and demutualizations to catastrophe (CAT) bonds, and closed-block and embedded-value securitizations. The firm continues to strengthen its international reach throughout Europe and Asia, a critical aspect of its work due to the proliferation in cross-border transactions in the market. Clients such as AIG, AXA, MBIA, MetLife, Hannover Re and Swiss Re also benefit from the firm’s increased investment and resources in financial services throughout the firm, bolstering its already strong insurance expertise. John Vasily led the insurance group in its recent representation of AIG and its spin-off AIA, in its $20.5bn IPO and listing on the Hong Kong Stock Exchange, the world’s third largest on record; the proceeds will form part of the repayment owed by the insurance giant to the Federal Reserve Bank of New York, following its well-publicized government bailout in 2008. Thomas Kelly, chair of the firm’s insurance industry group, led the advice to Pacific Life in its $1bn offering of surplus notes. In addition, the firm is currently acting for longstanding client Protective Life in its $316m acquisition of United Investors Life from Liberty National Life. Co-chair of the financial institutions group Nicholas Potter is highly regarded for his ‘solid business acumen’ and ‘pragmatic’ approach, and Wolcott Dunham is recognized by peers and clients as the ‘dean’ of the industry, ‘combining impressive insurance knowledge with corporate expertise’.

Dewey & LeBoeuf LLP is a formidable force noted for its ‘outstanding’ service, and is ‘willing to go above and beyond’ when it comes to insurance transactional and regulatory work. The ‘highly personable and effective’ Donald Henderson is acting for Karson Capital in the structuring and implementation of life insurance securitizations (Triple-X and A-Triple X), and the group has been successful in obtaining a positive ruling on the product from the New York Insurance Department. In another highlight, transactional practice co-heads John Schwolsky and Alexander Dye led the advice to MetLife on its $16.2bn acquisition of American Life Insurance Company from AIG; this complex transaction involved the purchase of affiliated life insurance companies in over forty countries, and required regulatory approvals in over fifty jurisdictions. Indicative of its ‘sophisticated current industry knowledge’, the firm is also advising Ambac in a complex restructuring, including the establishment of a segregated account for certain of the client’s liabilities and the commuting of its remaining collateralized debt obligations of asset backed securities to $2.6bn in cash and $2bn in newly issued surplus notes. Other names on the firm’s client roster include Liberty Mutual, MBIA, Munich Re, Nationwide Mutual, SunLife Financial and Fidelity National. Michael Groll (another co-head of the insurance transactional practice) has ‘exceptional knowledge’, and can ‘grasp the issues and come up with an action plan in one phone call’. The insurance regulatory practice is co-headed by John Pruitt and Cynthia Shoss.

Sidley Austin LLP’s insurance industry group, based predominantly out of the firm’s New York and Chicago offices, is impressive; the firm has ‘assembled a broad and deep team’, and can ‘offer a unique insight into the regulators and other important players in any given jurisdiction’. The team, headed by Michael Goldman, had a robust 2010, representing a number of big-ticket clients (such as UBS, Credit Suisse, Lincoln National and Swiss Re) in complex structured letters of credit matters with a total value over $1.5bn; the highly regarded Jeff Liebmann had a leading role in many of these matters. In the wake of the subprime mortgage crisis, the firm has also advised a number of institutional investors on their rights with regard to monoline financial and mortgage guarantee insurance companies. Elsewhere, highlights for the team included representing the initial purchasers in a $2bn surplus note offering by Teachers Insurance and Annuity Association of America (TIAA), led by Jonathan Freedman. The team has also been very active in insurance-linked securities and alternative risk transfer products, especially in the property and casualty space; representative matters include acting for GC Securities as underwriter for a Cayman Island SPV, which allowed Travelers to transfer $500m of its hurricane risks to the capital markets. The firm also represented USAA in its formation and $405m catastrophe bond financing of Residential Reinsurance. New York-based Nancy Corbett is ‘outstanding’, and clients are ‘tremendously impressed’ with the ‘up-and-coming’ Amanda Todd. Perry Shwachman is ‘a tremendous transactional lawyer’ and has a ‘refreshingly practical perspective’.

Skadden, Arps, Slate, Meagher & Flom LLP impresses clients with ‘talented, professional lawyers well versed in all areas of insurance’. Highly regarded throughout the insurance industry, Robert Sullivan heads the firm’s worldwide insurance practice as well as co-leading the financial institutions group; he is ‘a well-respected first-tier insurance regulatory lawyer and a class act’, and ‘understands the inner workings of insurance companies’. The insurance practice’s client base includes insurance and reinsurance companies, and their financial advisors and underwriters, who instruct the firm on corporate matters ranging from M&A and financings to restructurings and reorganizations. Key player Todd Freed was integral in the recent representation of property and casualty insurer CNA and its subsidiaries in a loss portfolio reinsurance transaction, which involved the subsidiaries ceding CNA’s legacy asbestos and pollution liabilities to National Indemnity. The firm also advised Bermuda-based insurance and reinsurance provider Harbour Point in its $3bn merger with Max Capital, creating new entity Alterra Capital Holdings; and advised a bank consortium including names such as Barclays Capital, Deutsche Bank and Morgan Stanley in relation to a $1bn offering of floating rate notes by SPE, Metropolitan Life Global Funding.

Sullivan & Cromwell LLP’s insurance practice has a strong corporate orientation. Co-ordinator of the insurance group Andrew Rowen had ten years of general corporate practice under his belt before taking on the role, in 1990, and H Rodgin Cohen and Michael Wiseman, bulwarks of the firm’s financial institutions and banking groups, have played an integral role in many of the practice’s transactions, with Wiseman being pivotal in the firm’s work for AIG. The firm represented AIG in its $16.2bn sale of ALICO to MetLife, in which well-respected figure Stephen Kotran was instrumental, while other work for AIG included advising it in its $2bn, SEC-registered global notes offering, as well as in connection with a common stock exchange offering. The firm also represented the underwriters, including Citigroup, Deutsche Bank, Goldman Sachs and Morgan Stanley, in AIA’s much-publicized $20.5bn IPO and Hong Kong listing. On the private equity side, the firm advised Lightyear Capital in its sale of the NAU Group to QBE Holdings; the transaction, facilitated by a merger, saw the receipt of a $30m cash divided by NAU stockholders, as well as a cash payment of $565m by QBE. The firm also advised IPC Holdings in its amalgamation with Validus Holdings, estimated at $1.7bn. Special counsel Daniel Rabinowitz is singled out for his insurance regulatory work.

Davis Polk & Wardwell LLP has taken strides in the insurance arena, and it is able to ‘bring real, practical judgment and advice to the table’, assisting clients to ‘navigate through the “gray” areas of the law’, especially ‘when the stakes are high’. Key individuals in the developing practice are Jeffrey Oakes and the ‘excellent and responsive’ Ethan James, who are praised for their ‘great domain expertise’ and ability to ‘understand the nuances associated with the sector’; and the ‘exceptional’ Richard Sandler is also singled out. Led by Phillip Mills, the firm advised PartnerRe in connection with its $2bn acquisition of Paris Re, a complex transaction dealing with ownership through six separate private equity firms and regulatory, corporate and securities issues across a number of jurisdictions. Another highlight saw the firm representing the lead managers (including Goldman Sachs, Barclays Capital and JPMorgan) in relation to a $1.2bn offering of senior notes by Travelers. The firm has also acted as lead counsel to the Federal Reserve Bank of New York and the US Department of the Treasury in relation to a multitude of transactions that have involved AIG; representative transactions include the $16.2bn sale of ALICO to MetLife, the $20.5bn IPO of AIA, and the $4.8bn pending sale of Star and Edison life insurance companies to Prudential Financial. It continues to advise Assured Guaranty and AXA SA, among others, in relation to the impact of the Dodd-Frank Act in the insurance sector.

The product of the merger in September 2010 of Sonnenschein Nath & Rosenthal LLP and Denton Wilde Sapte LLP, SNR Denton is held in high regard within the insurance industry. Aligning the traditional strength of Sonnenschein’s insurance practice with the international platform provided by Denton Wilde, the firm is ‘unparalleled’ when it comes to regulatory issues, and has ‘real leadership in this area, and access to regulators’. Co-chair of the insurance regulatory practice Kara Baysinger is recognized for her capacity to ‘handle difficult and politically sensitive issues’, Gary Hernandez, with longstanding experience on the regulatory side, attracts praise as ‘pragmatic, reasonable and focused on results’. While the practice has historically had more of a regulatory focus, through the Sonnenschein side, it has a growing practice in insurance-related capital markets and other transactions. Led by Paige Waters, the firm continues to advise Starr International Insurance Company and its subsidiaries on all corporate and regulatory matters. It also advised First Mercury Financial on the acquisition of an insurer, including handling all regulatory approvals. Other clients include Aviva USA, Jackson National Life Insurance, UPS Capital, National Australia Bank, Hiscox and CareSource Health.

The client base of Stroock & Stroock & Lavan LLP’s insurance practice group ranges from ‘pure-line’ insurance companies to outside investors, private equity companies and commercial banks. The firm is ‘very integrated’ and pools expertise from many practice areas, including corporate, financial restructuring, structured finance and derivatives, and commodities, to provide a full service to its insurance clients. William Latza and Bernhardt Nadell head the regulatory and transactional practices respectively, and were heavily involved in the representation of Specialty Underwriters’ Alliance (SUAI) in its merger with a Tower Group subsidiary, Nasdaq:TWGP, a transaction valued at approximately $110m. The firm also acted for Crédit Agricole in connection with financing of reserves (Triple-X and A-Triple X) for Aviva Life and Annuity Company. The firm also represented United of Omaha Life, a Mutual of Omaha subsidiary, in transactions totalling $475m; and drew on its regulatory and transactional resources to develop a surplus restoration plan, constituted in part by an exchange offer, for FGIC Corp and its subsidiary Financial Guaranty Insurance Company.

Foley & Lardner LLP’s key insurance partners are based in its Milwaukee and Tallahassee offices, although the firm boasts another 16 offices across the US. Brian Kaas led the group in acting for GMAC Insurance Holdings and Motors Insurance in the sale of its P&C insurance business to American Capital, while Tom Maida led the advice to Florida Retail Federation Self Insurers Fund in its reorganization into a mutual holding structure, which closed in November 2010. The firm is noted for its ‘high level of expertise’ and ‘whatever-it-takes attitude’, representing ‘excellent value’. Chair of the insurance industry team Kevin Fitzgerald attracts praise for his experience in multi-state insurance regulatory matters, and can ‘tell you when a question merits research’, and ‘when to stop worrying about something’.

Mayer Brown saw its insurance industry group grow in 2010 with the addition of Vikram Sidhu (of counsel), John Drnek (associate) and David Alberts, all formerly of Lovells. Among the firm’s client base are insurers, reinsurers and investors ranging from private equity firms and hedge funds to investment banks. Recent highlights include acting for ACE in its $1.1bn acquisition of the outstanding common stock of Rain and Hail Insurance, the crop insurance underwriter; Lawrence Hamilton played a key role in this transaction. Chicago-based Edward Best led the firm’s advice to Assured Guaranty in two issuances of common shares on the New York Stock Exchange, with an estimated value over $1bn. Current work includes advising Randall & Quilter in the acquisition of Reinsurance Solutions (UK), Reinsurance Solutions (US) and Excess & Treaty Management from Marsh and Guy Carpenter & Company. The team is also advising Soros Fund Management in connection with the establishment of Bermuda-based reinsurer Q Re Group. Other clients include Bank of America Merrill Lynch, CNA, Deutsche Bank, JPMorgan, Munich Re and Travelers. Head of the insurance industry group Kenneth Pierce is recommended, and the team is further strengthened by the tax expertise of George Craven and Russell Nance.

Key strengths of the team at McDermott Will & Emery LLP include healthcare, captive insurance and tax. Peers single out Thomas Jones for his specialist knowledge of tax matters, particularly in the captive insurance space. Jones led the firm’s advice to healthcare provider Vanguard Health Systems in its $368m acquisition of the Detroit Medical Center, which involved the creation of a tax-efficient structure to facilitate the merger of three captive insurance companies, and a five-year $950m undertaking by Vanguard in relation to capital improvements. The firm also advised Wal-Mart Stores and its Chilean subsidiary on the tax and other implications of insurance proceeds received following property damage sustained in the Chilean earthquake of February 2010. Joel Michaels and insurance practice head Margaret Warner led a team in advising a number of healthcare insurers on the ramifications of the US healthcare reforms. Other clients are Allianz, CNA, Fireman’s Fund, World Trade Center (WTC) Captive Insurance Company, the NBA, Tyco International and Vermont Captive Insurance Association.