Insurance is one of the most complex, heavily regulated and litigation-intensive industries in the world. The industry’s extensive and ever-changing regulation requires sophisticated legal advice on contentious and non-contentious matters. With extensive experience in the industry, we are the ideal partner for our clients, helping them navigate myriad industry-specific legal issues, big and small. For decades, we’ve been the counsel of choice for leading insurance and reinsurance companies in a wide range of litigation, regulatory and transactional matters.
- American International Group (AIG) in multi-district litigation alleging a massive, industry-wide market allocation conspiracy encompassing all lines of commercial and employee benefits insurance. After winning motions to dismiss in the district court, we obtained an affirmance on nearly all claims from the U.S. Court of Appeals for the Third Circuit, setting the matter up for an extremely favorable settlement.
- ACE Group Holdings (now Chubb) in a long-running reinsurance litigation concerning the allocation of a nearly $1 billion underlying settlement of an asbestos insurance and bad faith case. Paul, Weiss was brought into the 13-year-old action to try the case six months before it was scheduled to go to trial.
- AXA EquitableLife Insurance Company in actions filed by putative classes of policyholders in the Southern District of New York asserting a novel claim under a provision of New York insurance law that provides a private right of action and statutory damages for “persons aggrieved” by an insurer’s misrepresentation of its financial condition. In a groundbreaking decision for the industry, the district court granted AXA Equitable’s motions to dismiss for failure to allege “injury in fact” as required for standing under the U.S. Constitution, and the Second Circuit affirmed.
- A New York-based Bermudian reinsurer in two major arbitrations raising first-impression issues under finite-risk excess of loss retrocession agreements.
- The Boeing Company in the $20 billion property damage lawsuits filed against the airline industry for causing and failing to prevent the destruction of the World Trade Centers on September 11, 2001.
- Chubb & Son in numerous matters, including:
- as national coordinating counsel for Chubb's 9/11 claims;
- internal investigations and reporting to the Board on sensitive matters;
- an arbitration over the advacement of defense costs, securing a substantial judgement for Chubb in the process; and
- advising on changes to policy terms, most often involving bodily injury and D&O.
- CIGNA, a global health insurance service company:
- as lead antitrust counsel in connection with the regulatory aspects of its $67 billion acquisition of pharmacy benefits manager Express Scripts; and
- in connection with the defense of the litigation of its proposed $54 billion transaction with Anthem.
- ING in several actions involving stranger-originated life insurance policies.
- A major European reinsurer in connection with an investigation by the SEC and the New York Attorney General of industry practices involving loss mitigation products.
- Swiss Reinsurance Company in the dismissal of a securities class action triggered by Swiss Re's writedown of CHF 1.2 billion in respect of two credit default swaps the company had written. The case was among the first to apply the U.S. Supreme Court's Morrison decision to an "F-squared" (securities of foreign issuers purchased on a foreign exchange) case.
- A financial institution in a DFS investigation of the sale of credit card linked life insurance policies.
Capital Markets and Financings
- Brit PLC, in its Rule 144A and Regulation S initial public offering and listing on the London Stock Exchange with J.P Morgan Cazenove and UBS Investment Bank acting as joint global coordinators and joint bookrunners; J.P. Morgan Cazenove also acting as sponsor; and Canaccord Genuity Limited and Numis Securities Limited acting as co-lead managers.
- The Chubb Corporation, a global property and casualty insurer, in numerous offerings of debt securities, including its:
- $1 billion offering of 6.375% Directly-Issued Subordinated Capital Securities (DISCS(SM)), with Citigroup Global Markets Inc. as joint book-running manager and sole structuring advisor;
- $800 million offering of 6% senior notes, with Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch & Co. as joint lead managers;
- $600 million offering of 4% senior notes, with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as remarketing agents; and
- $460 million offering of 2.25% senior notes, with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as remarketing agents.
- RSA Insurance Group plc, an insurance company listed on the London Stock Exchange, in a £773 million rights issue. J.P. Morgan Securities plc and Merrill Lynch International acted as joint global coordinators, joint bookrunners and joint underwriters. J.P. Morgan Securities plc also acted as the sponsor.
- Swiss Reinsurance Company in over thirty offerings over the past decade, including equity, Yankee bonds, perpetual and dated hybrid securities, contingent convertible securities, convertible debt and mandatorily convertible debt, targeting investors in the Swiss retail market, the euro institutional market, the U.S. 144A market and the Asia private bank market, in multiple currencies (U.S. dollars, Australian dollars, euro, Swiss francs and sterling). We also represented Swiss Re in connection with a CHF 3.0 billion investment by Berkshire Hathaway in Swiss Re during the financial crisis in the form of a novel convertible subordinated perpetual instrument, and its subsequent unwind.
- XL Group plc following the transformative acquisition of Catlin Group Limited in 2015, in connection with the preparation of new terms for the combined group’s multilateral and bilateral credit facilities, and the negotiation of four Funds at Lloyd’s bilateral facility agreements for an aggregate of $600 million, and related financing advice.
Mergers & Acquisitions
- A consortium of investors, including Actis Capital, Caisse de Dépôt et Placement du Québec, Ethos Private Equity, HarbourVest International,Ontario Teachers' Pension Plan, in the take-private of Alexander Forbes (Proprietary) Limited.
- Funds affiliated with Apollo Global Management, LLC in:
- its acquisition of Companhia de Seguros Tranquilidade, S.A., a Portugal-based insurance company, from Novo Banco, S.A., a Portugal-based banking group; and
- in connection with the $394 million acquisition of Carige Assicurazioni SpA and Carige Vita Nuova SpA, two Italian insurance companies, from Banca Carige SpA.
- Brit Insurance Holdings, then listed on the London Stock Exchange, in a cash takeover offer worth up to $1.4 billion made by private equity firms Apollo Global Management and CVC Capital Partners. We also acted as U.S. securities counsel in connection with the subsequent take-private of Brit following its initial public offering.
- The Chubb Corporation, in connection with the sale of its:
- reinsurance business, which represented over $1 billion of Chubb's revenue, to a group of private equity buyers led by Stone Point Capital; and
- wholly-owned subsidiary, Personal Lines Insurance Brokerage, Inc., to Hub U.S. Holdings, Inc. for an undisclosed amount.
- Exor in its:
- $6.9 billion successful unsolicited cash bid for PartnerRe Ltd., a Bermuda-based global reinsurance company. The signing of the EXOR transaction with PartnerRe followed termination of a previously agreed stock-for-stock merger transaction between AXIS Capital Holdings Ltd. and PartnerRe Ltd.; and
- $400 million acquisition of Constitution Reinsurance Corporation from Xerox Corporation, and the subsequent sale of Constitution Re to Gerling Global Reinsurance Corporation of America.
- J.C. Flowers & Co. in its investment (as lead investor) in Pension Insurance Corporation Holdings LLC.
- Mitsui Sumitomo Insurance Company Limited (MSI) in its acquisition of 26 percent of India-based Max New York Life Insurance Company Limited for Rs 27.3 billion (approximately US$475 million). MSI acquired New York Life’s entire stake in the life insurer, which is majority-owned by Max India Limited, a company listed on the Bombay Stock Exchange.
- RSA Insurance Group in its Cdn.$500 million sale of Noraxis Capital Corporation, a Canada-based insurance brokerage business, to a subsidiary of Arthur J. Gallagher & Co.
- Royal London Mutual Insurance in a merger & acquisition transaction.