We have a market-leading Insurance group. We advise many of the major players in the insurance sector and have been involved in some of the largest and most complex insurance work. The breadth of our practice encompasses a wide range of transactions from the multi-national to the purely domestic, covering diverse aspects including mergers and acquisitions, commercial contracts, risk transfer and regulatory advice.
Our Insurance group has partners with considerable specialist knowledge and experience. We advise on a variety of areas, including corporate, financial regulation, capital markets, strategic sourcing and insurance and reinsurance litigation. We provide a multi-disciplinary team of practitioners with a formidable blend of legal and regulatory expertise.
We advise on:
- asset and liability management
- bulk and other annuity transactions and the pensions buy out and buy in market
- capital raising and securitisations
- demutualisations, flotations, restructurings and other Part VII transfers
- distribution and outsourcing transactions
- insurance dispute resolution
- management of long-term insurance funds
- product structuring and design
- private and public M&A, joint ventures and closed fund deals
- risk transfer, including reinsurance, longevity swaps and other risk transfer techniques
- solvency, capital resources and other regulatory requirements
- structuring of insurance and reinsurance operations
- the implications of Solvency II for regulatory capital, group structures, governance arrangements and other strategic matters
Our key experience includes advising:
Allianz SE on 10-year bancassurance distribution agreements with HSBC for life insurance in Asia and life insurance and pensions products in Turkey.
Aviva, Prudential and Standard Life on their Brexit planning including insurance business transfer schemes under Part VII of FSMA.
Brit, China Re, Direct Line and esure on their IPOs.
Delta Lloyd Levensverzekering on a longevity swap transaction with Reinsurance Group of America in respect of underlying longevity reserves of approximately EUR12 billion.
esure in connection with the £1.2 billion takeover offer made by Blue (BC) Bidco Limited, a wholly-owned subsidiary of funds advised by Bain Capital Private Equity, LP and its affiliates.
Legal & General on the derisking of The Pearson Pension Plan by way of a circa £600 million buy-in transaction.
Prudential on the proposed demerger of its UK & Europe business (M&G Prudential) from Prudential plc, resulting in two separately-listed companies
RSA Insurance Group on its issue of Floating Rate Perpetual Restricted Tier 1 Contingent Convertible Notes – the first public Solvency II compliant Restricted Tier 1 issuance by a UK insurer.
Quartz group on the minority investment into the group by private equity house Inflexion Private Equity Partners. Quartz is an insurance group which specialises in the underwriting and distribution of non-standard insurance products
Standard Life on the sale of its capital-intensive insurance business to Phoenix group for a total consideration of £3.24 billion.
Zurich Insurance on the proposed transfer of its pre-2007 UK legacy employers’ liability portfolio to Catalina London Limited.
In the absence of any definitive deal, insurers are seeking to complete any Brexit restructuring plans by 29 March 2019. This is likely to see a flurry of Court hearings in the first few months of 2019 to sanction transfer schemes under Part VII of FSMA. A small amount of breathing space has been offered by HM Treasury, which has stated that legislation will be introduced allowing transfers which have been initiated before exit day to be completed within the following two years. In the interim, however, insurers would potentially be in breach of local law requirements in the EU27 member states. There is also no guarantee that relevant EU27 member states would recognise the transfer post-Brexit.
The position for contracts written into the EU on a cross-border basis which are not transferred to EU entities remains unresolved. Although Germany has proposed legislation allowing a degree of run off of existing contracts there has been no EU-wide proposal to address the issue, which also potentially arises post-Brexit if policyholders move between jurisdictions. The UK has proposed legislation to allow continuity of contracts written into the UK from the EU, although only for a period of up to fifteen years for insurance contracts.
For EU insurers currently operating in the UK, the temporary permissions regime will allow a transitional period of up to three years before full authorisation is required. No equivalent has been offered to UK insurers by EU member states.
FCA work on retail general insurance pricing
Understanding firms’ pricing practices in retail general insurance was identified as a cross-sector priority by the FCA in its 2018/19 business plan and will continue to be a key area of focus in 2019.
In October 2018 the FCA published a number of documents advancing this work and widening the scope beyond GI:
- TR18/4 – a thematic review report on pricing practices in household insurance
- DP18/9 – a discussion paper on fair pricing in financial services more generally
- MS18/1 – the terms of reference for a general insurance pricing practices market study.
Although the overall work is ongoing, the FCA identified in TR18/4 a number of issues which could lead to harm to consumers and stated its expectations of actions which firms should take now to address any issues relevant to them. The thematic review focused on household insurance but the expectations appear to be addressed to all retail general insurers. The FCA has requested responses to the DP by the end of January 2019 and then intends to publish a feedback statement.
Alongside the discussion paper the FCA has published terms of reference for a market study into pricing practices specifically in home and motor insurance. The study will look at fairness of pricing, potential harm and impact on competition. If necessary, potential remedies will be consulted on by the end of 2019.
Although the Solvency II regime has only been in force for three years, an initial review of the regime has just concluded and a further one is due to commence shortly.
In November 2018 the Commission published proposed amendments to the Level 2 Delegated Regulation. These resulted from a review of the standard formula for calculating the SCR, as referred to in Recital 150 of the Delegated Regulation, and reflect (to a degree) advice provided by EIOPA in July 2017 and February 2018. Key proposed amendments include:
- lower capital charges for unrated debt and unlisted equities
- a reduced capital charge for ring-fenced long-term equity investments
- amendments to the classification of own funds to align with the banking sector, by allowing for repayment or redemption of own funds before five years after issuance where an unforeseen regulatory or tax event occurs.
The Commission did not take forward EIOPA’s proposals to refine the capital requirements calculation for interest rate risk, which could have had a material impact on the solvency ratio for some life insurers.
In addition, Under Article 77f of the Directive the Commission is due to submit a report to the European Parliament and EU Council by 1 January 2021 on the operation of the long-term guarantee measures and measures on equity risk, based on advice from EIOPA. This includes, among other things, a review of the matching adjustment and the volatility adjustment. The Commission has indicated that the review will have a broader scope than required by the Directive and will also include, for example, consideration of the operation of the risk margin. It has asked that EIOPA provide requested specific information by the end of 2019 as part of the review.