Insurance Regulatory

Goldberg Segalla’s Insurance Regulatory Practice Group is positioned to handle any domestic or international insurance and reinsurance regulatory issue or transaction. Our extensive experience in insurance corporate and regulatory matters — from property-casualty to life, accident, and health and annuities — includes inbound public and private insurance company mergers and acquisitions, and other transactions. We bring the exceptional ability to bridge international gaps, thanks to our deep market knowledge and our team’s experience serving clients in the U.S., Europe, Asia, Latin America, Bermuda, and other key markets.

As a go-to firm for several of the world’s leading insurers and reinsurers, Goldberg Segalla provides invaluable insight related to the day-to-day regulatory issues facing the insurance industry and the most effective methods in addressing even the most complex regulatory challenges. Our team has a proven track record helping clients resolve issues before regulatory bodies, respond to inquiries or investigations, and maintain positive relationships with regulatory authorities.

Our combination of international experience, market savvy, and worldwide reach makes Goldberg Segalla particularly well suited to help clients implement successful regulatory strategies and navigate this highly nuanced environment. As widely recognized thought leaders in the global insurance and reinsurance arena, we regularly advise on emerging trends, legal issues, and the activities of state and federal insurance regulators, the National Association of Insurance Commissioners (NAIC), surplus lines stamping offices, the International Association of Insurance Supervisors (IAIS), and other bodies that shape insurance regulatory policies, including Lloyd’s of London.

A small sampling of the ways our team partners with clients follows.

Insurers and Reinsurers

  • Entity formation, including United States branches of alien (i.e., non-U.S. domiciled) insurers and risk-purchasing groups, as well as  structuring, sale, mergers, acquisitions, restructuring, reorganization, and dissolution of insurance and reinsurance companies
  • Regulatory filings associated with formation and change of control (i.e., restructuring, conversion, and redomestication of U.S. subsidiaries or domestication of U.S. branches of alien insurers, etc.)
  • Licensing matters, including company formation, admission, expansion, and redomestication (e.g., preparing all corporate  and transactional documents and agreements and preparing and submitting Uniform Certificate of Authority Applications to all 50 states)
  • Guidance regarding the creation, approval, and marketing of insurance products, including application to and negotiation with appropriate authorities
  • Representation in connection with statutory market conduct examinations, state regulatory examinations, and voluntary internal compliance audits of insurers and joint underwriting associations, along with resolution of consumer complaints, administrative hearings, and governmental inquiries and investigations of insurers and producers
  • Representation concerning solvency and other industry modernization initiatives, such as the European Union’s Solvency II directive and the NAIC’s Solvency Modernization Initiative, the effects of the Nonadmitted and Reinsurance Reform Act and other applicable sections of the Dodd-Frank Act, the effects of Brexit on the U.S. excess and surplus lines industry, the impact and nuances of the Patient Protection and Affordable Care Act, etc.
  • Advising on compliance with the NAIC’s Model Insurance Holding Company Systems Act and Corporate Governance Annual Disclosure Model Law, the Foreign Corrupt Practices Act, the UK Bribery Act, the Sarbanes-Oxley Act, , Own Risk and Solvency Assessment (ORSA), statutory investment regulations, federal and state privacy and anti-bribery statutes and New York’s groundbreaking Cybersecurity Regulation Protecting Consumers And Financial Institutions From Cyber-Attacks
  • Advising on regulatory issues concerning the use of social media and usage-based big data in insurance underwriting
  • Representation and counsel on transactions including portfolio transfers, assumption reinsurance, public and private financing, offshore structures, insurance-linked securities, etc.

Producers and Other Insurance Intermediaries

  • Guidance concerning entity formation, licensing, mergers, acquisitions, asset acquisitions, and other transactions for insurance agents and brokers, managing general agents, reinsurance brokers, independent adjusters, third party administrators and excess and surplus lines brokers
  • Compliance advice regarding referral arrangements, limits on commission sharing, fiduciary requirements, anti-rebating laws, etc.
  • Representation with respect to consumer complaints
  • Defending broker-dealers and registered representatives in Financial Industry Regulatory Authority (FINRA) arbitrations involving securities-related claims and with respect to FINRA disciplinary actions

Captive Insurance Companies

  • Developing creative risk-retention/transfer solutions and efficient risk-management programs
  • Advising on captive-specific industry developments and pertinent legislation such as the Nonadmitted and Reinsurance Reform Act component of the Dodd-Frank Act, the Liability Risk Retention Act, the Terrorism Risk Insurance Act, and other government activity
  • Drafting policy language and developing claims-handling procedures

Representative Matters

  • Our insurance regulatory team partnered with one of the world’s largest and most highly acclaimed cross-border law firms on a $5 billion acquisition of a New York Stock Exchange-listed financial services holding company with operating life insurance and annuity companies licensed in all 50 states and U.S. territories and possessions. We collaborated with lead counsel in drafting the transaction document, performed all regulatory due diligence, prepared and filed all statutorily required Form A approval and Form E non-competition filings with state regulators, and participated in the domiciliary state regulatory approval hearing.
  • For another cross-border law firm, we advised a Canadian bank holding company and a foreign airline on regulatory issues pertaining to their subsidiaries in the United States.
  • We have handled acquisitions of U.S.-based property-casualty insurance companies licensed in multiple states by overseas insurers as well as a similar transaction for a joint venture majority-owned by a private equity firm.
  • We counseled the owner of an Arizona captive insurer in selling the captive and transferring its policies to another insurer