Practices/Industries

Insurance M&A and Demutualizations

“Great experience in M&A in the insurance field, especially on complicated transactions. Their responsiveness is incredible without sacrificing thoroughness.” – Chambers USA 2014

Sutherland has the resources, industry   know-how and creativity to solve problems and facilitate timely insurance M&A and demutualization transactions.

When insurance companies engage in M&A matters, a highly regulated industry meets complicated transactional work. At Sutherland, we understand the specialized issues that arise when insurers are involved in a merger, acquisition or other disposition or restructuring. First and foremost, we are dedicated insurance lawyers who know the industry from top to bottom, rather than just deal lawyers who delve into the sector from time to time. Our decades of insurance experience allow us to identify fresh opportunities, head off potential problems and ensure that our clients get the outcomes they are hoping to achieve in any type of deal.

This deep experience across all aspects of the insurance business—whether it involves product development, financing, operations, litigation, regulatory matters or tax—enables us to advise on all aspects of M&A work. We advise some of the nation’s largest insurance companies on stock and asset acquisitions and dispositions (including deals involving dispositions of non-core businesses through bulk reinsurance), transformative transactions such as demutualizations, mutual mergers, mutual holding company (MHC) conversions and mergers and Blue Cross conversions and mergers. We have international reach and serve as counsel on M&A matters for the public and non-public transactions of global insurers and reinsurers.

Our thorough knowledge of insurance company and related transactions covers the full range of issues that are likely to arise, including corporate, tax, securities, antitrust, intellectual property and employee matters, as well as the special matters raised by insurance company regulation and reinsurance. We identify and proactively manage challenges. This combination of knowledge not only makes us uniquely well suited to represent a buyer or seller in any insurance company transaction, but also uniquely positions us to better focus on our clients’ needs in a transaction.

Why Sutherland

Continuity. A focused, consistent team handles insurance M&A, so clients know who is working on their matters and can develop trusted relationships.

Comprehensive practice. We counsel on all questions in a given transaction, including tax, regulatory, finance, employee benefits and litigation issues. We also contemplate the effects a deal will have on a company’s operations following the closing.

Industry knowledge. We understand the insurance business and provide strategic advice specific to our client’s business operations, structure and goals. Many of our attorneys have in-house insurance experience, and we are intimately familiar with the special regulations and restrictions imposed upon the insurance industry.

Decades of experience. Our attorneys have spent years guiding some of the country’s largest insurers through transformational transactions.

Relationships with regulators. We work closely with state and other regulators across the country and internationally to help our clients achieve their desired outcomes.

Specialized focus. We are particularly well-known for handling large and complex acquisitions and divestitures of insurance businesses, including the negotiation and execution of bulk reinsurance, collateral protection and administrative services agreements.

Firm-wide resources. When necessary, we draw on the knowledge of colleagues in antitrust, securities, intellectual property, environmental and other areas.

Anticipation. We pride ourselves on knowing how insurance companies conduct their day-to-day businesses. Our familiarity with all aspects of insurance (including product development, securities offering and registration, securities enforcement, corporate tax, insurance company tax and insurance product tax, corporate governance, and employee benefits and executive compensation) allows us to anticipate many of the otherwise unexpected ways M&A transactions can ripple across an entire enterprise.

Nuts and Bolts

Sutherland has deep experience and knowledge of the issues in mergers, acquisitions and restructurings of insurance companies and large blocks of insurance business, including:

  • Corporate
  • Tax
  • Securities
  • Antitrust
  • Intellectual property
  • Employee matters
  • Insurance regulations
  • Reinsurance
  • Asset sales by bulk reinsurance, business transition and renewal rights transactions
  • Administrative services agreements
  • Insurance Holding Company Act transactions
  • Examinations and investigations
  • Compliance, governance and investment issues

Take Action

When insurers look to strategically transform their business through M&A, they turn to the experienced lawyers at Sutherland to provide comprehensive solutions for complex transactions.

Our Story

Sutherland Asbill & Brennan LLP is an international law firm helping the Fortune 100, industry leaders, sector innovators and business entrepreneurs solve their biggest challenges and reach their business goals. Dedicated to unfaltering excellence in client service, we are known for our business savvy and industry intelligence, providing creative and custom solutions for each of our clients. Industry and business experience makes the difference for our clients.

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Washington, DC
Elizabeth S. Cha, Associate
Washington, DC
© 2016 Sutherland Asbill & Brennan LLP / Sutherland (Europe) LLP
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