Insurance is a complex and ever-changing industry riddled with economic uncertainties for both insurers and policyholders. Few other industries present a financial risk that is shared by all of the parties involved, a fact that has fueled wide spread government regulation and oversight.
Holland & Knight's Insurance Industry Team has extensive U.S. and foreign experience with transactions and regulations related to the insurance field. We regularly represent insurance companies; reinsurers; surplus lines; specialty lines; insurance agencies, agents and other financial intermediaries; financial institutions; investment banks; hedge funds and fund managers in all aspects of their insurance operations, from formation to product development and distribution to regulatory compliance.
Corporate and Transactional
Our team regularly assists clients with the formation and authorization of insurance businesses, including insurance companies, reinsurers, alternative risk arrangements (including captive insurers and risk retention groups), surplus lines insurers, health benefit exchanges, financial intermediaries (including insurance wholesalers), third-party administrators and reinsurance brokers.
In addition, we provide legal counsel regarding the purchase and sale of insurance companies and policy portfolios, including assumption and reinsurance transactions. Members of our team also assist clients with domestic and cross-border merger and acquisition (M&A) transactions involving insurance companies and insurance agencies.
We routinely advise clients in connection with holding company compliance, corporate governance, conversions and demutualizations and re-domestication. Working in collaboration with attorneys in other practice groups, we also provide clients with advice on labor and employment matters, real estate acquisitions and leasing arrangements.
Our team regularly assists clients with selecting and implementing the most appropriate options for financing insurance transactions, including initial public offering (IPOs), private placements and Rule 144A, securitizations and insurance-linked securities, creation of insurance dedicated funds for variable life and annuities policies, real estate investments and guaranteed investment contracts.
Working in collaboration with attorneys in our foreign offices and through our international law firm affiliations, we advise clients in connection with their global insurance operations, including authorization, product development, distribution and related regulatory compliance matters, particularly with respect to operations in Latin America and Asia.
We advise foreign insurers seeking to do business in the United States on corporate, regulatory and tax matters. We also assist U.S. and foreign insurers in connection with offshore insurance matters (with particular emphasis in Bermuda, Cayman, Isle of Man, Luxembourg, Ireland and the British Virgin Islands), cross-border transactions, direct foreign investment and global marketing programs.
We regularly counsel clients on the General Agreement on Trade in Services (GATS) and the financial services provisions of free trade agreements to which the U.S. is a party, including NAFTA, DR-CAFTA and bilateral FTAs. We also advise on the USA PATRIOT Act and foreign laws regulating money laundering, the Foreign Corrupt Practices Act, the Export Administration Regulations and the OFAC Foreign Assets Control Regulations.
In addition, we assist clients with compliance and due diligence related to offshore insurance transactions, including what constitutes an insurance business transaction under the laws of numerous foreign countries.
Private Wealth Planning
Working in collaboration with attorneys from our firm's Private Wealth Services Group, our team regularly develops estate and succession plans for individuals and businesses by using life insurance and annuity products in creative ways to best meet our clients' goals. From the use of life insurance trusts to structures that accommodate complex methods for funding life insurance premiums and executive benefits, our vast experience enables us to prepare comprehensive plans for our clients in the most tax efficient manner possible. Our attorneys are familiar with all forms of insurance products and planning techniques, including split dollar life insurance funding, premium financing, redemption and cross purchase agreements for business owners, private placement insurance, insurance funded deferred compensation arrangements, 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 life insurance in their business and estate planning.
We frequently assist insurance companies with tax planning and the tax implications of insurance products both in the U.S. and abroad, including U.S., foreign and offshore insurance policies. We also provide advice regarding the taxation of life insurance products and assist clients with premium tax matters.
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 contract drafting and interpretation of policies, including customized contracts for special purpose risks.
We regularly advise insurers on sales and marketing practices and market conduct investigations. In addition, we draft producer and distribution agreements with respect to insurance products and also advise clients in connection with the sale of insurance through banks (bancassurance).
Captive Insurance Companies
Our team regularly advises clients on the formation of captive insurance companies, including pure (single parent), group, agency, association and rent-a-captives, and addresses any related regulatory compliance issues. Members of our team also assist clients with structuring captive management arrangements, reinsurance agreements and protected cell (segregated portfolio) company structures. In addition, we counsel clients on the advantages and disadvantages of an offshore versus a domestic captive, including the tax consequences of each structure. We also advise and structure risk retention groups for various industries.
Our team regularly advises clients on state insurance legislative matters. In addition, we provide counsel on the recently passed Dodd-Frank Wall Street Reform and Consumer Protection Act, including the creation of a new Federal Insurance Office and its impact on insurance companies, the regulation of private fund advisers, the Financial Stability Oversight Council, resolution authority for companies that pose systemic risk and the adoption of regulations that will implement the Dodd-Frank Act.
We also assist clients with government relations/public policy matters and draft legislation at the state level. Likewise, our lawyers assist in drafting insurance laws and regulations in foreign countries and advise foreign regulators in connection with insurance and pension reform legislation.
Government Investigations and Compliance
Like other large financial institutions, insurance companies find themselves under increasing scrutiny by federal and state regulatory and investigative agencies. Holland & Knight is well positioned to represent clients in those situations. Our ranks include a number of former federal and state prosecutors with considerable experience in regulatory compliance and internal investigations. We have assisted our clients in responding to subpoenas and civil investigative demands, ensuring that documents and electronic information is properly preserved, and maintaining credibility in discussions with regulators, agents, and prosecutors. Our attorneys also represent clients in testimony and negotiations with congressional committees, and they understand that congressional investigations require unique skills and relationships to properly preserve the client's reputation.
Our team also represents insurance companies and agencies in regulatory and compliance matters at the state level and regularly assists with authorization and licensing, taxation (including premium taxation), excess profits investigations, insolvency and restructuring matters and state insurance receiverships.
In Florida, we represent continuing care retirement communities (CCRCs), a type of specialty insurer regulated by the Florida Office of Insurance Regulation, in formation, contracts and applications, sales of assets and state licensing issues.
Our team counsels investors, underwriters, funders, brokers and borrowers on all aspects of life settlements, including securitizations, use of the settlement as collateral in debt and bond financings and private wealth management estate planning.