Insurance

Based in New York and London, Skadden’s insurance mergers and acquisitions practice features practitioners with leading market experience in transactions spanning all parts of the insurance industry.

Our team leverages our reputation as a global leader in mergers and acquisitions and deep knowledge of the insurance industry and regulation to provide seamless advice on a full range of matters, including:

• Public company M&A, including mergers, going-private transactions, spin-offs and tender offers and exchange offers.
• Reinsurance transactions.
• Carve-outs of insurance and reinsurance businesses.
• Renewal rights transactions.
• Formations of insurance platforms (representing sponsors, management teams and co-investors).
• Redomestications of insurance companies and holding companies.
• Demutualizations and sponsored demutualizations.
• Private asset and stock purchases.
• Joint ventures and strategic investments.
• Corporate governance and corporate preparedness advice, including special committee representations, proxy contest defense and related settlements.

We bring decades of experience and an understanding of the market to cutting-edge reinsurance and retrocession transactions, including:

• Some of the largest and most complex “book of business” transfers in both the life and annuity and P&C sectors.
• Loss portfolio transfers.
• Flow reinsurance transactions and related investment management structures.
• Onshore and offshore reinsurance platform transactions, including the formation and licensing of offshore reinsurance vehicles.
• Reserve and other financing transactions.
• Structuring, forming and funding of sidecars, managed reinsurance vehicles and insurance-linked securities.

Skadden uniquely combines a dedicated best-in-class insurance group with a leading capital markets practice that is consistently recognized as one of the best in the world. We represent insurance and reinsurance groups and companies, brokers and distributors, financial sponsors, insurtechs, investment banks and other global industry participants in a wide variety of capital-raising transactions, including the issuance of debt, equity, insurance-linked securities, sidecars, contingent capital instruments and excess reserve securitizations, in markets around the world. We have a leading IPO practice, often representing issuers in insurance IPOs. Coordinating across numerous practices, including tax, insurance regulatory, executive compensation and other areas, we execute IPOs with the knowledge necessary to identify potential obstacles before they arise. We also help clients with pre-IPO worldwide reorganizations, tax structuring and optimization, concurrent sales processes or dispositions, domicile considerations, FPI and controlled company analyses and positioning for proxy advisory firm considerations.

Skadden’s insurance transactional experience is backed by a fully integrated and dedicated insurance regulatory team with the ability to manage and oversee transactional regulatory processes with complex cross-jurisdictional U.S. and international components. We closely interact with regulators and local counsel in relevant jurisdictions. We view regulatory matters as an integral part of an insurance M&A transaction, and, as a result, our transaction teams fully engage with potential issues starting at the structuring phase of a matter to ensure solutions are identified as part of the deal process rather than first being considered as part of a separate regulatory process.

We provide comprehensive regulatory counsel to clients in connection with insurance M&A, reinsurance and corporate finance transactions, and we are experienced in preparing various applications with, and/or appearing before, the numerous state insurance departments and many international jurisdictions. Our team is also well versed in interacting directly with insurance regulators.

We also assist insurance companies in connection with financial and market conduct examinations, enterprise risk reports and other regulatory issues involving interaction and communication with insurance regulatory authorities.

Skadden tax attorneys work closely with our insurance team to optimize tax and regulatory efficiencies and structuring transactions. Our tax team includes attorneys with experience in insurance transactions, including Bermuda/offshore structuring and international tax issues. We have advised buyers, sellers and other investors on the tax consequences of stock and asset acquisitions, divestitures and reinsurance transactions. We navigate federal excise tax (FET), considerations in offshore transactions and PFIC, CFC and RPII rules that may impact investors in these transactions.

The firm is a leader in handling insurance tax controversy matters before U.S. courts, the IRS and other administrative agencies. We have significant experience resolving insurance-specific disputes, such as the proper tax characterization of affiliate reinsurance transactions and the proper computation of tax reserves, at the administrative level.