We have handled mergers and acquisitions for these types of companies, public offerings registered with the Securities and Exchange Commission, dealings with state regulatory agencies in the licensing processes and many other types of transactions involving insurers and brokers.
The regulatory framework controlling the insurance industry is unusually complicated because each state has its own insurance commission. To write insurance in any state, a company must first be licensed by the insurance commission of that state and qualify to do business as a foreign corporation in that state. Each state has its own requirements and at times one state’s requirements may conflict with those of another state. There is no federal insurance law concerning life and casualty insurance companies, with the exception of general federal law and income tax laws.
We also have experience with the compliance requirements of various state insurance commissions. In the past, we have established an insurance holding company, which then formed life insurance companies in Tennessee and Georgia. Smith, Gambrell & Russell, LLP attorneys handled all of the regulatory work necessary to license these companies in Tennessee and Georgia and prepared the public offering registration statement in connection with the sale of stock in the holding company. We have also represented other publicly-held insurance companies and have performed their registrations and regulatory work. In mergers and acquisitions of life and casualty insurance companies, we have broad experience representing both acquirers and acquirees.
We have represented insurance brokerage companies on a regular basis and have been active in the sale and acquisition of this type of business. We are experienced in representing a “brokers’ broker,” a company that acts for other insurance brokers to place risks that are special in nature or require certain expertise not normally available in the open market. We have dealt with Lloyd’s of London and other reinsurance companies, interpreting the myriad regulations in many states relating to these types of activities. This has included licensing activities of brokers and brokers’ brokers in different states, some of which have stringent licensing and qualification requirements. One of our largest transactions related to the insurance industry involved securities and other regulatory work representing the acquiree in the merger of a $350 million London-based insurance holding company with a large New York-based American insurance conglomerate. We are also experienced in the aviation insurance area, having served for over 25 years as general counsel for a large aviation insurance company managing general agent handling claims, regulatory and general corporate matters.