Insurance Regulatory and Transactions

Overview

For more than 40 years, Colodny Fass has earned a reputation for being a trusted partner to insurance industry participants, including admitted and non-admitted insurance companies, reinsurance companies, managing general agents, surplus lines brokers, third party administrators, and investors. We focus on serving the insurance industry. We make it our business to understand your business, both at a strategic and granular level. We understand the ever-evolving market conditions and trends that affect the insurance industry, and we strive to provide value-added advice and counsel to help you successfully navigate the complex web of legal and regulatory issues that present constant challenges to the industry.

Insurance Company Regulatory Compliance

The attorneys and regulatory consultants at Colodny Fass routinely counsel insurers, insurance holding companies and their investors regarding compliance with the complicated, and often inconsistent, web of legal and regulatory requirements arising under state and federal laws that govern the business of insurance. We have represented insurers of all types, including stock, mutual, reciprocal, captive and self-insurance funds. We frequently produce multi-state and federal regulatory compliance surveys and matrices to assist companies with ensuring compliance on a wide range of topics, such as use of credit in underwriting, privacy policy compliance, producer compensation arrangements, and minimum capital and surplus requirements. We also advise clients regarding affiliated transactions, investments, dividends, inter-company reinsurance, and other transactions regulated under each state’s insurance holding company laws and regulations.

Colodny Fass employs experts, including former regulators, in financial reporting and statutory accounting. We work closely with company management to identify and address financial reporting and solvency concerns. If such issues cannot be avoided, we act as a bridge between regulators and company management to efficiently and effectively resolve financial reporting and solvency issues in a manner that preserves good company-regulator relationships. Our team actively represents clients at every meeting of the National Association of Insurance Commissioners (NAIC). Our in-person participation at NAIC meetings augments our substantial network of state insurance regulator contacts, enabling us to provide informed regulatory compliance advice on a multi-state basis.

Insurance Company Licensing

Colodny Fass has substantial experience structuring and licensing new insurers, as well administering all facets of multi-state expansions. Our team understands the importance of speed to market when investors decide to form a new company or when an insurer decides to expand into a new state. Our team has developed a robust and client-friendly workflow process for assembling, filing and managing insurer license applications, including use of the electronic Uniform Certificate of Authority Application (UCAA) process where adopted. We have developed detailed application checklists and workflow charts that include an ever-increasing knowledge base of value-added information regarding state-specific requirements and practical pointers that are not otherwise discernable from official application instructions. We work proactively with state regulators well before an application is filed in order to identify and address any issues that might otherwise slow down the application process, and we follow up constantly with company management and regulators to ensure a smooth and timely application process. If desired, Colodny Fass offers attractive flat fee arrangements for license applications so that you can have budgetary certainty in relation to your company’s licensing needs.

Mergers, Acquisitions & Complex Transactions

Colodny Fass understands the importance of achieving growth through mergers, acquisitions and other strategic transactions within the insurance industry. We are adept at structuring deals creatively to achieve positive outcomes for all parties to a deal. Our intimate knowledge of the insurance industry, including the legal and regulatory issues facing the industry, enable us to provide value-added insights through all phases of a deal, from negotiating letters of intent, conducting due diligence, negotiating definitive transaction documents, and obtaining regulatory approvals. The diverse transactional experience of our attorneys and consultants includes structuring and handling mutual insurance holding company reorganizations, assumption reinsurance, and renewal rights transactions. We are prepared to act as lead transaction counsel, but we also work well as part of a deal team providing support in the areas of due diligence and regulatory consents.

Financial Examinations & Market Investigations

Financial examinations and market investigations are an unpleasant fact of existence for insurance companies. The attorneys and consultants at Colodny Fass have extensive experience and substantive knowledge of the regulatory, financial reporting and statutory accounting issues that are key to navigating the often-difficult process of examinations and investigations. Our staff includes former regulators that can provide valuable insight into the strategies and investigative techniques employed by examiners and investigators. With our knowledge of the risk focused examination approach used by regulators today, we often work with insurers prior to the initiation of examinations to identify and address potential issues proactively. We also counsel insurers during the course of examinations to address exception memoranda and to resolve areas of disagreement in draft reports of examination. If the results of an examination or investigation are unfavorable, we zealously represent the company’s interests through the administrative appeals process in Florida, and we coordinate with local counsel to assist in resolving administrative proceedings in other states where appropriate.

Producer Licensing & Compliance

The attorneys and regulatory consultants at Colodny Fass routinely counsel insurance producers regarding compliance with the complicated, and often inconsistent, web of legal and regulatory requirements arising under state and federal laws that govern the business of insurance. We have represented producers of all types, including retail and wholesale agencies, independent marketing organizations, managing general agents, excess and surplus lines brokers, and insurance consultants. We frequently produce multi-state and federal regulatory compliance surveys and matrices to assist producers with ensuring compliance in the areas of compensation arrangements, privacy policies, contract requirements, premium trust accounts, licensing, surplus lines diligent effort and tax compliance, and regulatory investigations.

Service Provider Contracting

Colodny Fass attorneys routinely advise insurance companies and producers in connection with third-party vendor and outsourcing agreements covering such areas as policy administration, claims handling, software and systems development and licensing, reinsurance agreements, managing general agent agreements, and producer agreements. The terms of these arrangements can be a trap for the unwary, so it is imperative for insurers in particular to closely review and negotiate the terms of these agreements to ensure proper oversight and protections are in place and in compliance with applicable legal and regulatory requirements. Our knowledge of the insurance industry enables us to provide clients with focused and relevant advice when drafting and negotiating outsourcing and other third-party vendor agreements.

Insurance Product Review

The attorneys and consultants at Colodny Fass understand the dynamic and multi-faceted challenges presented by the Florida insurance market. The fraud and abuse perpetrated by unscrupulous attorneys, public adjusters, and contractors is unrelenting, and the courts and legislature can be slow to react with constructive solutions. Moreover, it can be challenging for companies to obtain approval, even for more routine policy form changes and updates, due to the intense scrutiny given to such filings by the Florida Office of Insurance Regulation (OIR). Our regulatory team works with our insurance defense litigators to review and suggest policy form changes aimed at minimizing your losses and expenses and at maximizing your ability to conduct business profitably in Florida. We work closely with the regulators at the OIR to advocate for your desired form changes, including representation at an administrative proceeding where appropriate.

Outside General Counsel

Colodny Fass provides outsourced general counsel representation to insurers and holding companies that are starting up or that do not have an established in-house legal or compliance team. In this capacity, we routinely handle all aspects of corporate governance structuring and counseling to such companies, including preparation and maintenance of corporate documents, such as articles of incorporation, bylaws, shareholder agreements, limited liability company operating agreements, and committee charters. We attend meetings and assist with keeping minutes and advising the board of directors and senior management on legal and regulatory issues. We also assist in the negotiation and drafting of contracts, both inter-company and with third-party vendors, and manage licensing and compliance on behalf of companies of all sizes and lines of business.