Firms To Watch: Insurance: non-contentious

The insurance practice at Kirkland & Ellis LLP is primarily made up of New York practitioners Rajab Abbassi , whose expertise includes mergers and acquisitions, strategic investments and securities offerings, and Parimah Hassouri, who covers regulatory aspects of the practice.

Insurance: non-contentious in United States

Debevoise & Plimpton LLP

Known as a ‘go-to firm when dealing with M&A transactions in the insurance space’, the team at Debevoise & Plimpton LLP regularly handles complex and high-volume insurance industry mergers and acquisitions, restructurings, and intricate financings. The client roster includes not only major insurers and reinsurers but also asset management firms, private equity funds and other capital providers. Renowned experts Nicholas F. Potter and John M. Vasily lead the team while also acting as co-heads of the firm’s financial institutions group. The practice also boasts several notable up-and-comers: Alexander Cochran, who ‘remains unflappable under pressure’, David Grosgold , who focuses on domestic and cross-border corporate transactions in the financial services and insurance industries and Marilyn Lion whose expertise includes mergers and acquisitions and financing transactions, as well as insurance and reinsurance regulatory matters. All lawyers mentioned are based in New York.

Testimonials

‘Debevoise has one of the few very high caliber insurance transactional practices; they can be counted on to think through the most complex issues and transactions with good humor, valuable insights and excellent client service. While Debevoise does have insurance regulatory specialists, a differentiator for Debevoise is that nearly all of its insurance attorneys – from partners through associates – are competent in M&A regulatory matters. This allows the deal attorneys to give regulatory advice relevant to the deal in a depth that other practices with separate regulatory counsel can’t give.’

‘Alex Cochran is our go-to partner for complicated reinsurance transactions. He is excellent at solving complex issues and constructive in conversations with counterparty counsel. He also remains unflappable under pressure. – David Grosgold is extremely smart; he is able to think through very complicated issues and economics.’

‘Go-to firm when dealing with M&A transactions in the insurance space. They are second to none and provide excellent service with top flight knowledge of the insurance space. Also Debevoise brings a strong, diverse group of attorneys to the matters it staffs.’

‘Tom Kelly – incredible industry knowledge and leading partner in the insurance space.’

‘David Grosgold – Excellent partner with incredible knowledge of the insurance sector coupled with a strong ability to advocate for his clients.

 

Key clients

AXA Equitable Holdings

Blackstone Group

Carlyle Group

Constellation Insurance Holdings (a joint venture with Caisse de dépôt et placement du Québec (CDPQ) and Ontario Teachers’ Pension Plan)

Covéa Group

Global Atlantic

GreyCastle Holdings

Intact Financial Corporation

Jackson National Life Insurance

New York Life

Prosperity Life

Prudential Financial

Prudential plc

PSP Investments

Resolution Life

Stone Point Capital

Third Point Reinsurance

Work highlights

  • Advised entities managed by Blackstone in the $2.8 billion acquisition of Allstate Life Insurance Company from The Allstate Corporation.
  • Advised Massachusetts Mutual Life Insurance Company, a leading mutual life insurance company, in its $3.5 billion acquisition of Great American Life Insurance Company, a wholly owned subsidiary of American Financial Group.
  • Advised Prudential Financial, Inc. in the sale of its full-service retirement plan recordkeeping and administration business to Empower Retirement for a total transaction value of $3.55 billion.

Eversheds Sutherland

The lawyers at Eversheds Sutherland continue to go ‘above and beyond to advocate for their clients’, combining both transactional and regulatory expertise as well as global capabilities. The practice draws on deep working knowledge of relevant federal agencies and also offers specialized know-how on pension risk transfer transactions and reinsurances. The team is led by John S. Pruitt, Bert Adams and Ling Ling, who is based in New York and Washington DC. Leading insurance transactional practitioner Jim Dwyer and Cynthia R. Shoss, who counsels on transformative transactions, restructurings, and investigations, play a key role in the practice. In January 2022, Peter A. Ivanick joined the group from Hogan Lovells US LLP, contributing expertise in insurance bankruptcy, restructurings and state insolvency proceedings while Kevin Finnegan and Sean D. Wissman were promoted to partner. Unless stated otherwise, all lawyers mentioned are based in New York.

Practice head(s):

John S. Pruitt; Bert Adams; Ling Ling

 

Other key lawyers:

Daren Moreira; Cynthia R. Shoss; Jim Dwyer; Kevin Finnegan; Sean D. Wissman; Peter A. Ivanick

Testimonials

‘The attorneys all work together so that the client gets a complete picture and they are experts in their respective fields. They are able to express things on both legal advice but also in laypersons terms. They are readily available and go above and beyond to advocate for their clients in a way I have never experienced prior to using Eversheds Sutherland.’

 

Key clients

Allianz S.E.

Allstate

Arch Capital Group Ltd.

Associated Electric & Gas Insurance Services Ltd.

Capital One

Columbian Mutual Life Insurance Company

Empower Retirement

Fairfax Financial

Further Global

GIC

Great-West Life & Annuity Insurance Company

Horace Mann Educators Corporation

Legal & General

MassMutual

MunichRe and Munich America Reassurance Corporation

Mutual of America Life Insurance Company

National Western Life Insurance Company

Pacific Life

Pan American Life

Pension Insurance Corporation

Phoenix Life Limited

Royal & Sun Alliance

Security Benefit Life

Symetra Financial Corporation

Talcott Resolution

Unum

Venerable Annuity

Voya Financial

Western & Southern Life

Wilton Re

Zurich Insurance Group Ltd.

Work highlights

  • Represented Empower Retirement in its US$3.55 billion acquisition of Prudential Financial Inc. and in its US$2.35 billion acquisition of MassMutual Retirement Services Business.
  • Represented Columbian Mutual Life Insurance Company and its Board of Directors on a strategic, transformative transaction with Constellation Insurance Holdings, Inc.
  • Represented National Western Life Insurance Company on a major reinsurance transaction with Prosperity Life Assurance Limited.

Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP stands out with its broad practice and its strong and expanding bench of ‘highly knowledgeable, client sensitive, business savvy’ practitioners. Strengths include insurance capital markets, M&A and restructuring transactions as well as designing alternative risk transfer solutions. Alexander Dye, who has expertise in insurance M&A and capital markets transactions and ‘deeply experienced’ practitioner John Schwolsky lead the team from New York. Michael Groll, who is experienced in corporate and securities law, is also based in New York.  The arrivals of Kara Baysinger and Stephanie Duchene in San Francisco as well as Matt Gaul and David Heales in New York from Mayer Brown in April 2021 expanded the group’s regulatory capabilities and insurtech expertise. In October 2021, Prakash Paran joined the New York and London offices from DLA Piper LLP (US), strengthening the cross-border insurance M&A practice, while David Luce joined the New York office from DLA Piper LLP (US) in January 2022.

Practice head(s):

Alexander Dye; John Schwolsky

 

Testimonials

‘Willkie’s insurance M&A practice is consistently the best I have worked with. They are very highly regarded by their peers, which is itself helpful to Willkie’s clients. They are involved in the preponderance of insurance M&A transactions, particularly in the U.S., which enables them to remain current regarding (and often to influence) trends in this area. The lawyers in this practice area are highly knowledgeable, client sensitive, business savvy, and excellent communicators, and in my experience over many years their legal (and often business) guidance has invariably proven invaluable.’

‘John Schwolsky, the head of the firm’s insurance M&A practice, is worthy of special mention. He is always available, is willing to take the time to discuss at length difficult insurance legal and business issues and the possible paths to address them, is as deeply experienced in this area of the law as any lawyer I know, and on top of all that is a thoughtful and decent person. He is also sensitive to client billing concerns, and when requested has readily agreed to helpful alternative legal fee arrangements.’

‘What makes the Willkie Farr team unique is their deep insurance regulatory expertise and ability to provide practical, actionable and timely advice. They clearly articulate the options available and explain why one option is preferred over another.’

 

Key clients

Allied World Assurance Company Holdings, Ltd

Aquiline Capital Partners

Assured Guaranty

CNO Financial

Dai-ichi Life Insurance Company

Fidelity National Financial, Inc.

FIS

KKR & Co.

MetLife, Inc.

Mutual of Omaha

New York Life

Protective Life Corporation

QBE Insurance

Spinnaker Insurance Company

Stone Point Capital

TigerRisk Partners LLC

Versant Health

Voya Financial, Inc.

W.R. Berkley Corporation

Zurich Financial Services

Clifford Chance

The team at Clifford Chance has a client list that includes leading global private equity firms and their portfolio companies, asset manager and financial investors. Other elements of the practice include advising on alternative capital work, insurer investments designed to enhance capital treatment and insurance regulatory matters, as well as corporate and transactional work in the insurance industry. Neil Barlow was promoted to partner in April 2021 while Nick Williams departed in April 2021. All lawyers mentioned are based in New York.

Other key lawyers:

Neil Barlow

Testimonials

‘Great cohesive team support across different areas of expertise. Engaged team who provide effective commercial legal support to clients.’

‘Unique knowledge and perspective on insurance issues, and importantly are able to creatively link issues and legal concepts to clients needs and strategies’

‘Very accessible and engaging, Gary Boss extremely connected with industry and emerging issues. Deep insight from regulatory matters to “big picture” capital management, excellent recall on issues and matters relevant to our business’

‘The Clifford team are very knowledgeable and client-focused, always considering the issues from our perspective, our industry peers as well as giving the legal precedent. They are accessible, responsive and committed to delivering to our ever changing needs. Our needs have been focused on public company requirements including going from private to public and back to private. As well as various other considerations ranging from capital markets, debt, employment, tax.’

‘Gary Boss is great at putting the commercial goals first and viewing the job of the lawyers as facilitating those goals. Analisa Dillingham is one of the most thorough and detail-oriented lawyers I’ve worked with–when she gives an answer, I have a high degree of confidence it’s 100% correct. Kirsten Gaeta is fantastic at managing project timelines and the flow of documents even in complex transactions.’

‘Gary Boss and his insurance-focused team are very good, both technically and in terms of having a good sense of how to get to commercially-reasonable outcomes of negotiations and/or in structuring alignment of interests and other important attributes of insurance company formations and governance. The associates he has working with him are very knowledgable and are quick studies on new things they might not have known.’

‘This practice has an incredible amount of skill and expertise in advising on complex insurance matters. From regulatory advice across multiple jurisdictions, to structuring complicated reinsurance arrangements, to providing Board-level counsel, this practice does it all. They’ve got great people, great knowledge and a great work ethic. I could not ask for more.’

‘The individuals in this practice are intelligent, sharp, hardworking and diligent, all while being kind and caring people. It is a very rare combination of all those attributes. The stand-out partners include Gary Boss and Analisa Dillingham.’

 

Key clients

Apollo Global Management

Armour Group, backed by Aquiline Capital

Harrington Re

Fidelis

Fortitude Re, a portfolio company of The Carlyle Group

Legal & General Group plc / Banner Life Insurance Company and William Penn Life Insurance Company of New York

Premia Holdings Ltd., sponsored by Arch Capital and Kelso & Company

Sedgwick, a portfolio company of The Carlyle Group

Ategrity Specialty Holdings, LLC

Watford Holdings Ltd., backed by Kelso & Company and Warburg Pincus (now known as Somers Re)

Work highlights

  • Advised Apollo, a global alternative investment management firm, on many of its most significant and ongoing transactions, including a US$100 million investment by two insurance companies in a structured securitization sponsored by a financial services company.
  • Advised Sedgwick, a portfolio company of The Carlyle Group, on the sale of its group health peer review and independent medical examination assets to ExamWorks, LLC through a complex asset sale with unique structuring considerations.
  • Advised Watford on its approximately US$700 million sale to Greysbridge Holdings Ltd.

Mayer Brown

The team at Mayer Brown employs its ‘excellent strategy skills’ in insurance matters that range from advising on strategic transactions and capital raising to new product and market development and technology transformation. David Alberts , whose practice covers mergers and acquisitions, life and non-life reinsurance, regulatory issues as well as the firm’s insurtech initiative, heads up the team together with Stephen Rooney , who focuses on securities offerings, mergers and acquisitions and structured finance. While Kara Baysinger left in April 2021, the group has augmented its regulatory capacity with new hire Yevgeniy Markov from Willkie Farr & Gallagher LLP in June 2021. Daniel Scher and Sanjiv Tata joined the partner ranks in January 2022. All lawyers mentioned here are based in New York.

Other key lawyers:

Lawrence Hamilton ; Frank Monaco; Yevgeniy Markov; Daniel Scher; Sanjiv Tata

Testimonials

‘The team is excellent in all areas. Given Mayer is a full service firm, no matter the non-contentious insurance issue at hand, the team can handle.’

‘Excellent strategy skills.’

‘Dave Albert and Larry Hamilton are the consummate insurance and regulatory professionals and not only know their craft but also are great on strategy.’

‘Frank Monaco is the most responsive, thoughtful, knowledgeable reinsurance counsel I have dealt with in over 40 years in the reinsurance business. Very client focused, skilled negotiator.

‘Responsiveness, collaboration and clarity in views.’

Key clients

The Hartford Financial Services Group, Inc.

Beazley Group

Equitable

AIG

Nationwide Mutual Insurance Company

Tokio Marine

Munich Re

Partner Re

Chubb

QBE

Work highlights

  • Represented Beazley plc in the sale of its US-based “Beazley Benefits” business to Globe Life Inc.
  • Advising various clients on 28 catastrophe bond transactions raising in aggregate approximately US $8.85 billion of risk capital.
  • Advising State Farm in its acquisition of GAINSCO, INC.

Skadden, Arps, Slate, Meagher & Flom LLP

With a client list that spans insurance and reinsurance companies as well as private equity firms and their financial advisors and underwriters, the New York-based team at Skadden, Arps, Slate, Meagher & Flom LLP handles a wide array and high volume of transactions. The practice supports clients with mergers, acquisitions and dispositions alongside with public and private financings, captive insurance company formations, restructurings and reorganizations. Todd E. Freed heads up the practice, focusing on mergers and acquisitions, corporate finance and private equity. Key practitioner Elena M. Coyle acts for insurers in the life and annuity, health, long-term care, property and casualty, and surety markets. Counsel Patrick J. Lewis has been involved in some of the practice’s highest volume transactions.

Practice head(s):

Todd E. Freed

DLA Piper LLP (US)

Praised for itsexcellent ability to coordinate across disciplines’ the team at DLA Piper LLP (US) supports clients with mergers and acquisitions, investments, private equity, as well as revenue generating or dividend producing products. It also has strong regulatory capabilities, representing clients in investigations and advising them on state, federal and international requirements. Practice head Michael Murphy is based in New York, while David Mendelsohn, who handles corporate, regulatory and compliance issues, is in Chicago. Prakash Paran left the firm in October 2021, as did David Luce in January 2022.

Practice head(s):

Michael Murphy

Other key lawyers:

David Mendelsohn; Gerald Rokoff

Testimonials

‘This team has been incredible helpful with our review of M&A tax insurance submissions and tax policy underwriting. They’re top specialists in the field and are both very technical and commercial, which makes a difference in the context of M&A transactions especially.’

‘Broad knowledge base with excellent ability to coordinate across disciplines.’

‘Jerry and his team are very creative, hit their deliverables and always deliver a valuable creative and reliable solution(s).’

‘Up and down the line Jerry’s team is well informed, responsive and thoughtful in all of their interactions with us.’

 

Key clients

Aviva

Hudson Structured Capital Management

Blackstone

International Australia Group

Ares Capital

Liberty

Swiss Re

Amerisure Mutual Insurance Co.

Illinois Department of Insurance

Work highlights

  • Representing 10 Lloyd’s of London Syndicates and 9 Lloyd’s of London Managing Agents in the National Rifle Association v. New York Department of Financial Services Litigation, Governor Andrew Cuomo & Superintendent Maria Vullo et al.
  • Advised Pelican Ventures and JC Flowers on a complex acquisition of insurance business at Lloyds.
  • Advising various clients on three special purpose reinsurance vehicle transactions.

King & Spalding LLP

The practice at King & Spalding LLP is praised for its ‘timely advice and tough negotiation’. The group is closely integrated with the firm’s private equity and international corporate practices and regularly handles insurance industry domestic and international mergers and acquisitions as well as other transactions. New York-based Bernhardt Nadell co-heads the practice, drawing on significant know-how in insurance mergers and acquisitions, reinsurance and insurance finance, as well as insurance regulation. Russell Sacks joined the New York office from Shearman & Sterling LLP in February 2021.

Other key lawyers:

Gary Ho; Russell Sacks

Testimonials

‘Bernhardt Nadell: Deep industrial knowledge and experiences. Client first and responsive business stance. Timely advice and tough negotiation. Gary Ho: Client first and responsive business stance. Capturing the needs of clients.’

McDermott Will & Emery LLP

The team at McDermott Will & Emery LLP regularly supports clients with transactional insurance deals, working closely with colleagues from other practice groups, such as tax or private equity. The practice is also notable for its experience in the insurtech sector as it acts for various players, from start-ups to industry incumbents. Michael Halsband leads the practice, drawing on extensive experience in the insurance and reinsurance industry. Michael Byrne has expertise in insurtech, insurance transactional and regulatory matters. John Mulhern  left the firm in May 2021. All lawyers mentioned are based in New York.

Practice head(s):

Michael Halsband

Other key lawyers:

Michael Byrne ; Thomas Dawson 

Testimonials

‘The team is extremely experienced and knowledgeable in an area of law that can be esoteric and ambiguous. I appreciate how quickly they respond to and focus on the issues at hand. Their proposed solutions are thorough yet pragmatic and cost efficient.’

‘Expertise in insurance across multiple jurisdictions and sub-specialties. With a strong California and UK presences, they are not limited to NY. With Tom Dawson in particular they have a very robust reinsurance capability, and Michael Byrne brings regulatory depth in the context of transactions and market conduct. And Michael Halsband quarterbacks the whole group with commercial know-how and industry experience.’

‘Michael Halsband’s background in banking and in-house roles makes him invaluable since he understands business objectives and financial realities very tangibly. Michael Byrne has good commercial judgment, particularly on regulatory projects that are adjunct to M&A and similar deals. On one matter we worked together he helped his client, which was being acquired, navigate some sensitive regulatory issues around premium fiduciary trusts. He managed to convey accurately & completely what the issues were without unduly alarming the buyer. His deft touch was a key to getting the deal done. Tom Dawson is recognized widely as having unsurpassed experience in reinsurance and its regulated status across states.’

Key clients

United Services Automobile Association (“USAA”)

DARAG Group

Aon plc

SiriusPoint Ltd.

Brit Group

Bernhard Capital Partners Management, LP

BDT Capital Partners

Team Focus Insurance Group

PG3 AG

Gemspring Capital

GeoVera Holdings, Inc.

Gigafund

Hippo

IA Capital Group

AP Intego (NEXT)

Atlas General Holdings, LLC

Munich Re

Sproutt

Volery Capital Partners

Vouch

W. Brown & Associates Insurance Services (“WBAIS”)

W.R. Berkley

Angle Health

Salty Dot, Inc.

Work highlights

  • Advised USAA in its acquisition of Noblr, Inc., a California-based InsurTech firm.
  • Advised Team Focus Insurance Group, the Florida-based regional wholesale broker and program manager, along with its subsidiaries Focus Technologies (core administration software solutions and BPO services) and Capacity Insurance Company (a risk bearing platform), on its sale to PEAK6 InsurTech, the insurance operating subsidiary of PEAK6.
  • Advised Louisiana based Bernhard Capital Partners, a services and infrastructure-focused private equity fund with approximately $2.5 billion of AUM, in its transaction with The Gray Insurance Company to acquire control of The Gray Casualty & Surety Company.

Simpson Thacher & Bartlett LLP

Gary I. Horowitz, who is known for his expertise in the private equity M&A space and Lee A. Meyerson, who also heads up the firm’s financial institutions group, head up the practice at Simpson Thacher & Bartlett LLP. It acts for clients in insurance industry mergers and acquisitions as well as capital markets transactions with insurance companies. Key capital markets transaction include initial public offerings and follow-on public offerings as well as private placements of debt and equity. Senior insurance counsel Steven DeLott is active in many insurance-related matters.

Practice head(s):

Gary I. Horowitz; Lee A. Meyerson

 

Other key lawyers:

Steven DeLott

Key clients

American Family Insurance Mutual Holding Company

AssuredPartners, Inc.

AXIS Capital Holdings

Berkshire Hathaway Inc.

Cigna Corporation

CNO Financial Group, Inc.

Kohlberg Kravis Roberts & Co.

Sedgwick, Inc.

Sumitomo Life Insurance Company

The Travelers Companies, Inc.

Work highlights

  • Represented KKR in the acquisition of Global Atlantic.
  • Represented a major private equity fund in its investment in AIG’s life and retirement business.
  • Represented a manufacturer in its sale of InTelCo Management to Delticus.