Bryan Cave Combines with Berwin Leighton Paisner to Form Bryan Cave Leighton Paisner LLP Learn More

The insurance industry faces many challenges and economic uncertainties, from increased government regulations and oversight to pressure from new technologies, competitors and market consolidation. BCLP's Transactional and Regulatory Insurance Team provides our clients with thoughtful and creative legal solutions to the current challenges and helps position our clients to take advantage of future opportunities.

BCLP's Transactional and Regulatory Insurance Team draws on experienced lawyers across the firm's offices and practice groups, and has extensive experience with products issued by, transactions involving, and regulations governing the insurance industry.

Members of our team have decades of experience representing insurance industry clients and routinely represent insurance companies (including property and casualty, life and health, surplus lines and specialty lines), reinsurers, insurance agencies and brokerages, managing general agents and third-party administrators, and other business entities in all aspects of their insurance and reinsurance operations, from formation to product development and distribution to regulatory compliance.

Practice Focus

  • Formation and licensing of insurers, reinsurers and intermediaries
  • Corporate and transactional services, including insurance company acquisitions
  • Reinsurance
  • InsureTech
  • Captive insurance
  • Insurance product regulation
  • Product development and distribution
  • Complex life insurance solutions
  • Manuscript policy creation
  • Home office operations, ASO contracts, agency relations and management
  • Retrospective underwriting and other concepts related to valid risk transfer
  • Special and excess reserve operation
  • Claim audits

Insurance Regulation/Formation and Licensing

Insurance regulatory services include counseling clients on licensing/authorizing insurance businesses, including insurance companies, reinsurers, third-party administrators and producers. We also assist with product creation, licensing and evaluation as well as form filings, rate filings, and financial examination and market conduct examinations. Our attorneys have extensive experience in licensing of producers, third-party administrators and other entities, holding company act filings, investment compliance, corporate governance and insolvencies.

Corporate and Transactional Services/ Reinsurance

BCLP's corporate and transactional services for the insurance industry include all corporate and regulatory aspects of insurance merger and acquisition transactions. We provide legal counsel regarding the purchase and sale of insurance companies (including shell company acquisitions) and policy portfolios, including related reinsurance transactions. We also represent clients in connection with acquisitions or sales of insurance brokerages and other insurance related service providers. In addition, we advise clients regarding holding company act compliance and corporate governance issues.

Our attorneys have significant experience with all aspects of reinsurance and reinsurance agreements (including financial statement credit and statutory accounting issues, use of cut-through endorsements, and collateral arrangements).

Captive Insurance

Our services include assisting clients with the design, formation and licensing of captive insurance companies, including pure (single parent), group, agency, cell and association captives, and advising on related regulatory compliance issues. We have been at the forefront with respect to the use of captive insurance companies to provide employee benefits coverages, as well as more traditional coverages.

We have extensive experience with the corporate, regulatory and tax aspects of captives. We assist clients with the creation of optimal capital structures for captives, including the design of financial instruments unique to the insurance industry, and help clients meet their captive's insurance regulatory, financial and investment requirements. Our attorneys have a thorough understanding of the reinsurance arrangements used by captives, including collateralization requirements and financial statement credit for reinsurance obligations.

We also advise and structure risk purchasing groups and risk retention groups for various industries.

Product Development and Distribution

Members of our team routinely assist clients with product/contract/policy development and registration (including variable life and annuity products), product filings and other applications with insurance departments. We also assist clients with respect to policy drafting and interpretation, including customized or "manuscript" contracts for special purpose risks.

Complex Life Insurance Solutions

Working in collaboration with attorneys from our firm's Private Client Group, our team regularly develops estate and succession plans for individuals and businesses by using life insurance products in creative ways to best meet our clients' goals. Our attorneys have extensive experience with all forms of insurance products and planning techniques, including private and employment-related split dollar life insurance funding, private and third party premium financing, insurance funded redemption and cross purchase agreements for business owners, private placement insurance, deferred compensation arrangements informally funded with insurance, executive benefit plans and the formation and use of captive insurance companies. The depth of our collective experience makes our team especially qualified to advise clients on the best and most appropriate use of insurance in their business and estate planning.

Representative Experience

  • Represented a publicly traded insurance holding company in connection with a global restructuring that involved every aspect of its subsidiaries’ worldwide insurance operations.  The project involved the formation of a new life insurance company licensed in 49 states and several U.S. territories, the transfer of the insurance subsidiaries’ worldwide investment portfolio, multiple asset sales, mergers and reinsurance transactions, and a comprehensive review of the holding company system’s worldwide policies and affiliate agreements.
  • Represented acquirers of insurance companies (including shell insurance company acquisitions) and insurance agencies/brokerage firms
  • Represented a minority investor in an insurance holding company and negotiation of a related shareholders agreement
  • Initial Public Offerings of insurance holding companies
  • Formation of a captive insurance company for a Fortune 100 company to provide prescription drug stop loss insurance to its customers, including the creation of a specialized insurance policy unique to the industry, the design, formation and licensing of the captive and the negotiation of reinsurance agreements;
  • Formation of an association captive insurance company that offers health insurance through a fronted reinsurance arrangement to members of an association made up of over 5,000 member firms throughout the U.S., including the negotiation of reinsurance agreements with several health insurers;
  • Assisted publicly-held corporation with the formation of a captive insurance company for the purpose of insuring workers' compensation insurance deductibles for subsidiaries of the corporation, and issued a federal income tax opinion with respect to the deductibility of premiums paid by the subsidiaries to the captive insurance company;
  • Representation of an international car rental operation with regard to restructuring its insurance requirements both domestically as well as with its Bermuda captive, including the organization of agency arrangements;
  • Restructuring for tax purposes of a major U.S. retail chain's Bermuda captive insurance and reinsurance program;
  • Advised an international corporation on the legal issues arising under ERISA associated with the formation of a wholly-owned captive insurance company to provide health insurance coverage with respect to employees of the corporation;
  • Advised a national association on structuring an insurance regulatory issues with respect to its association captive insurance company;
  • Advised on insurance regulatory issues for several national insurance programs;
  • Representation of an international consultancy firm in relation to its insurance and reinsurance arrangements, particularly from a tax perspective, of its Bermuda captive;
  • Representation of a leading NASDAQ software company in structuring its directors and officers, errors and omissions and intellectual property risk management programs;
  • Crisis preparedness training and risk management evaluation and advice regarding potential class action and product liability exposure for an international Fortune 500 manufacturer;
  • Holding Company Act filings and risk management due diligence reviews of insurance coverage and potential risks in connection with acquisitions;
  • Designing a risk reduction program for a national commercial real estate owner and property manager;
  • Representation of purchasers and sellers of contaminated property in transactions where environmental liabilities were allocated, indemnified and insured with cost cap policies, and tax credits were obtained to defray the costs of remediation in state voluntary cleanup program; and
  • Representation of a FORTUNE 1000 manufacturer in relation to its risk management requirements and programs in the U.S., U.K., Germany and Australia.