Overview
Handling insurance transactions requires specialized expertise, combining an understanding of transactional practice with the many unique elements of the insurance business and its regulation. Whether a stock or asset sale, reorganization or statutory merger, no two insurance transactions are alike – "once you've seen one, you've seen one."
Our attorneys frequently handle all manner of transactions for insurers, health plans, HMOs, fraternal benefit societies, producers, third-party administrators, managing general agents, rate bureaus and related businesses. Through structuring, negotiating, documenting, closing and handling the regulatory approvals for dozens and dozens of deals, we have developed the experience and judgment to solve the most difficult transactional problems.
We have successfully handled hundreds of holding company act filings, bulk reinsurance and material acquisition and disposition of assets filings, and HSR filings, among other acquisition related applications. Our work extends to interacting with state regulators in multiple states in order to secure timely approval of filings necessary to close transactions.
Experience
- Reorganized multiple health plans, HMOs and their insurer affiliates to maximize regulatory flexibility and capital efficiency.
- Formed and dissolved insurer joint ventures, recently focused on development of technology platforms.
- Handled stock acquisitions and divestitures, mutual insurer affiliations and mutual insurance holding company transactions.
- Structured, negotiated, documented and closed several fraternal benefit society mergers and asset transactions.
- Structured and documented off shore insurance facility to guaranty health care services.
- Handled formation and licensing of third-party administrator.
- Structured and negotiated annuity portfolio off shore reinsurance arrangement, including custody and security arrangements.
- Negotiated, structured, drafted and handled regulatory approvals for multiple surplus note transactions.
Stinson's regulatory attorneys have also developed novel insurance structures and alternative risk transfer arrangements, on and off shore, tailored to minimize insurance regulatory impediments, working with portfolio insurers, RRG's, alien insurers, service contract providers and reinsurers. For a few transactions, we have worked closely with regulators to enact legislative authorization for novel transaction structures, such as permitting issuance of guaranty fund certificates to change control of a mutual life insurance and authoring a fraternal benefit society assumption reinsurance transaction.
