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 on its acquisition of Legal & General Insurance Limited.
Athora on the proposed acquisition of VIVAT N.V.’s life and asset management business from Anbang.
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 two deriskings of The Pearson Pension Plan for a combined value of in excess of £1 billion.
Marsh & McLennan on the £4.3 billion cash acquisition of Jardine Lloyd Thompson, one of the world’s leading providers of insurance, reinsurance and employee benefits related advice and brokerage.
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.
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 transfer of its pre-2007 UK legacy employers’ liability portfolio to Catalina London Limited by way of a reinsurance followed by a transfer of insurance business.
EIOPA consultation on 2020 review of the Solvency II Directive
On 15 October 2019 EIOPA published a consultation paper as part of the 2020 review of the Solvency II Directive. The paper sets out for public consultation draft advice to the Commission on the review.
The high level topics covered by the review are:
- the LTG measures and measures on equity risk
- technical provisions
- aspects of the standard formula
- the MCR
- reporting and disclosure
- group supervision
- freedom to provide services / freedom of establishment
- macroprudential policy
- recovery and resolution
- insurance guarantee schemes
Some key points include:
- a revised calculation methodology is proposed for the volatility adjustment
- no significant changes are proposed to the matching adjustment
- no changes are proposed to the risk margin
- there is a proposed increase to the calibration of the interest rate risk sub-module (previously advised by EIOPA in the context of the review of the standard formula but deferred by the Commission)
- increased threshholds for Solvency II exemptions are proposed
- changes to group supervision rules are proposed aimed at moving away from the reliance on “mutatis mutandis” provisions
- new rules are proposed on recovery and resolution planning
- it is proposed that transitional measures remain in place
The consultation period runs until 15 January 2020.
High Court declines to sanction Part VII transfer
On 16 August 2019 Mr Justice Snowden gave his judgment on a proposed transfer of annuity business from Prudential Assurance Company (PAC) to Rothesay Life under Part VII of FSMA. In an almost unprecedented move, he refused to sanction the transfer notwithstanding the fact that all procedural requirements had been met and there was no objection from either of the regulators.
The key points which Snowden, J. cited as the basis for his refusing to the sanction the transfer were:
- some policyholders had objected to the transfer claiming that they had an expectation PAC would remain the provider of their annuity for the duration of the policy. The judge considered that this was a relevant factor given PAC’s established reputation and the anticipated wider financial support of the Prudential group. By comparison, Rothesay Life is a relatively new entrant into the market without the backing of a large corporate group – although the evidence before the court was that Rothesay Life had a higher solvency ratio than PAC
- the judge disagreed with the parties, the Independent Expert and the PRA, who all took the view that only the relative financial strengths of the transferor and transferee was relevant as the likelihood of external support being required was remote. Snowden, J. commented “I cannot dismiss as fanciful the possibility that such support may be required over the very long duration of these policies”
- the policies being transferred were life annuities, which were therefore of a long-term nature and not transferable by the policyholder
- Prudential’s commercial objective was (in the judge’s view) already largely satisfied via a reinsurance agreement put in place between the parties and its further commercial interests were therefore outweighed by the interests of the objecting policyholders. The reinsurance agreement was drafted in such a way as to survive a failure of the scheme to receive approval
Mr Justice Snowden’s decision not to sanction the scheme potentially has wider implications for future Part VII transfer schemes. In particular it raises questions as to how difficult it will be for well-established insurers to transfer long-term liabilities and for comparatively new entrants to the market to have such books of business transferred to them.
Since the Rothesay/ Prudential judgment, Mr Justice Morgan has sanctioned a transfer of unit-linked, non-profit and with-profit business (including some annuity business) from Canada Life to Scottish Friendly Assurance Society. Without elaborating, he concluded that the case was readily distinguishable from the Rothesay/ Prudential case. It may have been an influencing factor that the business being transferred involved a legacy closed book of business which was no longer within Canada Life’s core focus of operations.
An appeal in respect of the Rothesay Life / Prudential judgment is expected to be heard in H1 2020 which will hopefully provide more clarity for parties undertaking future Part VII transfers of long-term business.