Saul Ewing’s Reinsurance practice spans the full lifecycle of reinsurance business, from program design and regulatory compliance to complex transactions, insolvency, and high‑stakes disputes. We counsel insurers, reinsurers, retrocessionaires, captives, cedents, intermediaries, MGAs, MGUs, and self‑insured entities on drafting and negotiating reinsurance arrangements, advising on reinsurer organization and licensing, and navigating regulatory, InsurTech, and cybersecurity frameworks. Our team also provides legal advice on acquisitions, portfolio transfers, and other strategic transactions in the reinsurance space. When disputes arise, we represent clients in federal and state courts as well as in arbitration in some of the largest and most complex matters arising from a broad array of underlying risks and involving contract interpretation, allocation, insolvent market participants, business torts, and payment of claims.
Drawing on decades of experience as both in-house and outside counsel, our reinsurance attorneys are finely attuned to the business priorities and practical constraints facing our clients. We have assisted clients in complex capital markets structured reinsurance transactions, complex life insurance and P&C reinsurance agreements, and cutting edge reinsurance regulatory issues, and have been involved in nearly every major insolvency in the United States. In addition, we regularly handle assumption and novation arrangements and loss portfolio transfers.
Saul Ewing is an active member of multiple insurance and reinsurance organizations, including ARIAS, AIRROC, and NAIC, among others, and our team includes an ARIAS Certified Arbitrator. Through this involvement, our attorneys maintain a sophisticated understanding of industry developments, market dynamics, and emerging trends in the reinsurance sector.
Our services include:
Regulatory Compliance & Operational Guidance
- Negotiating and drafting reinsurance agreements
- Negotiating reinsurance programs for self‑insured entities
- Advising on and creating captive reinsurance structures
- Assisting with organizing and licensing reinsurance intermediaries
- Counseling reinsurers on licensing, appointments, InsurTech initiatives, and cybersecurity regulation
- Advising on reinsurance exposures presented by cyber and privacy risks and underlying coverages, both from stand-alone cyber policies and from endorsements in policies in traditional Iines of insurance, arising from specific claims and from industry-based risks
- Providing guidance to reinsurers on corporate governance, rates, advertising, and social media practices
- Developing legal strategies for managing runoff portfolios
Transactions
- Acquisitions, sales, and mergers of reinsurance companies
- Loss portfolio transfers and assumption of reinsurance transactions
- Complex capital markets reinsurance structures, including SPV transactions
Disputes
We represent insurers and reinsurers in both federal and state courts at the trial and appellate levels, as well as in arbitration and mediation. We handle reinsurance disputes involving:
- Enforceability and interpretation of facultative reinsurance, treaty reinsurance, retrocessions, commutations, and other reinsurance agreements
- Reinsurer liability in failing or troubled insurance programs
- A broad array of underlying risks, including asbestos, environmental and other mass tort liabilities, life and health, disability, cyber, professional liability, product liability, workers’ compensation, and specialty lines
- Coverage and allocation
- Purported missing reinsurance agreements
- Loss Portfolio Transfers
- Fronting programs
- Breach of the duty of utmost good faith
- Claims under cut-through endorsements
- Variable annuity life insurance products
- Business torts
- Insolvent or financially troubled insurers or reinsurers
Saul Ewing’s vast experience includes, among many other matters, the following representative engagements:
Transactions & General Advice
- A global insurance and reinsurance company in numerous M&A (buy-side and sell-side) transactions and loss portfolio transfer transactions.
- A mid-market life insurer in negotiating multiple reinsurance treaties.
- A leading insurer and its non-insurer parent on insurance and reinsurance regulatory matters in connection with a private offering of insurance related securities and a subsequent initial public offering.
- Major U.S. and non-U.S. insurers in coordinating multijurisdictional reinsurance research projects.
- U.S. insurers concerning the Terrorism Risk Insurance Program Reauthorization Act of 2015 and the nonadmitted insurer and reinsurance requirements of the Dodd-Frank Act.
- A reinsurer in advising on exposures presented by privacy and cybersecurity regulations and emerging new litigation theories of liability.
- A reinsurer in a sale that included an assumption arrangement.
- Numerous reinsurers on regulatory issues related to holding company structures and intercompany transactions.
Litigation
- A reinsurer in an action against a retrocessionaire for liabilities arising from workers' compensation insurance and defense of a counterclaim for rescission. Obtained a judgment in favor of the reinsurer on all counts following a nine-day bench trial. The judgment was affirmed by the Third Circuit.
- A reinsurer in an arbitration for breach of Quota Share Agreements.
- A reinsurer relating to books and records access and prosecution of damages claims against fronting carrier.
- A reinsurer in a multi-million dollar capitalization dispute resolved through arbitration.
- A reinsurer in a multi-million dollar dispute filed in federal court involving business torts.
- A reinsurer in an arbitration over post-commutation ceding commissions.
- A life insurer in a dispute with its reinsurer over purported increases in yearly renewable term life insurance premium rates under a number of treaties.
- A reinsurer in a dispute with its cedent concerning liability for lead paint exposure and compliance with lead paint underwriting guidelines.
- An insurer in obtaining summary judgment in a putative class action where policyholders attempted to sue their insurer’s reinsurer over rental practices after a total loss claim.
- A fronting insurer in obtaining injunctive relief from New York’s Appellate Division requiring a captive reinsurer to collateralize a Regulation 114 Trust to eliminate the insurer’s Schedule F penalties, a matter of first impression in the United States.
- Chief Counsel for Mutual Fire, Marine and Inland Insurance Company (in Rehabilitation), then the largest insurance insolvency in the United States, resolving over $400 million of reinsurance claims on behalf of the insolvent estate.
