Tom advises industry participants on a wide variety of regulatory and transactional matters, including cybersecurity compliance, insurtech ventures, and Holding Company Act filings. He has helped clients form, acquire, and invest in US insurers, reinsurers, and intermediaries. He counsels non-insurers on advertising, licensing, and marketing generally, and provides regulatory compliance advice to service contract issuers and other specialty product providers. More recently, Tom’s work has included helping develop parametric insurance products as well as advising insurers on emerging issues including climate change risk disclosure and using artificial intelligence and big data.

Tom has guided non-US insurers and reinsurers in the London Market, Europe, Bermuda, and Asia for more than 35 years, helping them obtain and maintain surplus lines and reinsurer approvals, as well as identifying, monitoring, and reporting on relevant NAIC activities and state and federal legislation. In recent years, the regulatory status options for non-US reinsurers in particular have multiplied, and Tom has acted, and continues to act, for many non-US reinsurers that have established large US reinsurance trusts. More recently, Tom has continued to represent non-US reinsurers that have obtained certified and/or reciprocal reinsurer status.

Beginning in 2020, Tom began tracking and commenting on developing climate change regulation and disclosure requirements in the US and in other key jurisdictions, and he is the Insurance Transactions and Regulatory team’s representative on the firm’s ESG Working Group.

See less

• Advises many of the non-US reinsurers that have obtained approval for multiple beneficiary reinsurance trusts or “certified reinsurer” status
• Advising multiple non-US reinsurers seeking reciprocal insurer status
• Advise numerous issuers and marketers of vehicle, watercraft, cell phone and consumer electronics service contracts on regulatory compliance and corporate structuring matters
• Advises many of the non-US surplus lines insurers that are NAIC/IID-listed, including with respect to changing NAIC listing rules
• Heads the team providing state and federal legislation, regulatory and insurance tax advice to the International Underwriting Association of London (IUA), the leading trade association for international insurers and reinsurers
• Advised on the formation and licensing of a new US branch of a non-US reinsurer, including passage of state legislation permitting the venture*
• Obtained NYDFS approval for a venture fund’s investments in two insurers, each in excess of 10%*
• Obtained approval for multiple investment funds to file disclaimers of control following multiple debt-for-equity swaps in which each fund acquired more than 10% of the equity of a regulated insurer*

*Matter handled prior to joining the firm.

See less

Dan advises alien or foreign insurers on how to comply with various state laws in placing business; early-stage and developed insurtech entities on regulatory and corporate issues; insureds on exempt and specialty lines; producers on licensing, placement and premium tax issues, including digitization of the process; and insureds on coverage and placement issues. He advises London market participants on how to comply with US insurance laws, either by becoming admitted insurers or by using a variety of methods of covering US risks without being licensed.

Dan addresses a variety of licensing and compliance issues on an international scale, including: entity formation and licensure, mergers and acquisitions, resolution of broker compensation and disclosure issues, product development (both mandatory filing and exempt products), name changes and approval, preparation of licensing applications, preparation of applications for certificates of authority, and negotiations with departments of insurance regarding licensing and certification issues.

He advises on exemptions, taxation, coverage levels, extraterritorial issues, the individual mandate, the employer mandate, and individual and group applications of the ACA.

Dan presents trainings on California’s Fair Claims Handling regulations to enable licensed producers and claims handlers to comply with all aspects of the regulations, including annual training requirements. He also helps clients draft, amend, lobby for or seek department clarification regarding statutes or regulations affecting their businesses.

Insurers and producers looking at affiliate transactions seek Dan’s counsel on preparing the necessary applications and obtaining approvals from departments of insurance. He advises on pre-transaction strategies, preparation of necessary corporate documents and agreements, and execution of the application process. Dan also advises clients on information privacy and restrictions on sharing personal, nonpublic information with affiliates and non-affiliates.

See less

Michael’s wide-ranging experience includes insurance broker and carrier M&A, new company formation, financings, capital raises, and new product development principally for InsurTech startups; complex structured reinsurance transactions; insurance-linked securities (ILS); distressed portfolio run-off administration; and general corporate insurance regulatory matters.

His broad industry knowledge comes from his experience as an executive and investment banker spearheading key business initiatives at Sirius Group, Goldman Sachs, Deutsche Bank, and Alea Group. Over the course of his career, Michael has built an innovative transactional practice and is valued by clients as much for his guidance on legal issues as his pragmatic and effective business acumen.

See less

Mergers and acquisitions

• Advised kWh Analytics, a US renewable energy managing general agent (MGA), in its sale to Beazley plc, the leading specialty insurer
• Advised Vouch Insurance Services, LLC in the sale of its specialist InsurTech business to Hiscox Group, the Bermuda-based and London Stock Exchange listed (LSE:HSX) global specialist insurer
• Advised MGG Investment Group, a direct lending investment firm, in connection with the signing of a definitive agreement for Conning & Company, Generali Investments’ wholly owned subsidiary, to acquire a majority stake in MGG for $320 million
• Advised Gram Asset Management, the private equity division of Grupo Romero Asset Management (GRAM), in connection with GRAM’s majority investment in the UniVista Insurance platform
• Represented Arden Insurance Services LLC, a tech-enabled managing general agent specializing in residential condominium association insurance, in securing a significant investment from FTV Capital
• Represented the largest group of non-founder equity owners of Atlantic Group, the leading independent US-based transaction liability insurance brokerage, in Atlantic Group’s sale to Howden, the global UK-based insurance broker
• Represented the shareholders of a specialty insurance MGA focused on the sports, leisure, and entertainment industries in the sale of their equity securities to a private equity firm’s portfolio company specializing in reinsurance and financial services
• Represented Waypoint Underwriting Management, LLC, a specialty reinsurance platform, in its sale to Equinox Management Group, Inc., an affiliate of One80 Intermediaries Inc.
• Represented Bain Capital Insurance Fund and Emerald Bay Risk Solutions in the formation of a new property & casualty hybrid carrier platform for long-term MGA partnerships
• Represented Champ Titles in its $18 million Series C funding, led by Point72 Ventures
• Represented Oka, The Carbon Insurance Company™, in all aspects of its launch of a Lloyd’s syndicate-in-a-box and a US-based MGA to offer and administer the first-of-its-kind carbon credit insurance policy
• Assisted a Florida-based investment fund with two significant investments involving life and annuity insurance and reinsurance partnerships
• Represented Ryze Claim Solutions, a full-service residential and commercial claims management business, in its recapitalization by Bain Capital Insurance
• Represented Arthur J. Gallagher & Co. in its purchase of Eastern Insurance Group, LLC, a commercial property & casualty and personal lines subsidiary of Eastern Bank subject to customary regulatory approvals
• Represented Strategic Risk Solutions, the world’s largest independent insurance company manager, in its partnership with Integrum Holdings, an investment firm focused on partnering with technology-enabled services companies in the financial and business services sectors
• Represented Passerelle Partners, a boutique insurance advisory firm, in its acquisition by Simplicity Group Holdings, Inc. to build out its ultra-high-net-worth offerings
• Represented Transverse Insurance Group, LLC, a US-based hybrid fronting company, in its acquisition by Mitsui Sumitomo Insurance Co., Ltd., a member of the MS&AD Insurance Group
• Represented AP Intego in the sale of its business to Next Insurance, one of the leading InsurTechs transforming small business insurance
• Represented Embedded Insurance in the acquisition of automotive InsurTech Salty Dot’s renewal rights from CDK Global, Inc., a leading automotive retail technology company. Salty Dot’s Software-as-a-Service solution builds a customized insurance quote in real time during the car purchase process
• Represented a major American media company in the acquisition of an insurance agency, which has also developed a tech-enabled, integrated online platform to quote and/or bind insurance products, and in the formation of a new tech-enabled insurance production platform
• Represented a market-leading global specialty insurer and reinsurer focused on underwriting complex risks in the sales of its business and subsidiaries to a leading insurance services company subject to customary regulatory approvals
• Represented Assurant, Inc., a provider of specialized insurance products and related services, in the acquisition by its subsidiary, American Bankers Insurance Group, Inc., of American Lease Insurance Agency Corporation (ALI). ALI is a managing general agency that provides property and liability insurance products for commercial equipment and vehicles that are leased or financed
• Represented Capstone Insurance Services, LLC in the sale of substantially all of its assets to AleraGroup, Inc. and its parent, AleraGroup Ultimate Holdings, LLC
• Represented Brit Insurance Holdings, a global specialty insurer and reinsurer, in the sales of Scion Underwriting Services, Brit USA, Ambridge Europe with their subsidiaries to Amynta Group (subject to customary regulatory approvals), and in the sale of Commonwealth Insurance Company (subject to customary closing conditions, including required regulatory approvals)
• Represented USAA in its acquisition of InsurTech company Noblr, Inc., a usage-based insurance business. The deal remains subject to customary regulatory approvals
• Represented Team Focus Insurance Group, a property and casualty insurance firm with eight subsidiary businesses and almost 400 professionals, in its sale to PEAK6 InsurTech
• Represented Tarmika, Inc., a commercial lines rating solution for small business insurance, in its acquisition by Applied Systems, a global provider of cloud-based software that powers the business of insurance
• Represented M.J. Hall & Co., Inc. and M.J. Hall & Company of Alaska, Inc. in a sale of sellers’ business operations and assets to Acrisure MGA, LLC, a holding company of Acrisure Holdings, Inc.
• Represented Panorama Insurance Group, Inc. in its investment in Professional Insurance Associates, Inc.
• Represented DARAG Group Limited, a leading legacy acquirer, in its loss portfolio reinsurance transaction with Pacific Valley Insurance Company, Lyft Inc.’s captive insurance company
• Represented SiriusPoint, the international specialty insurer and reinsurer, in its investment in and partnership with Hestia Capital, a Texas-based specialty reinsurance intermediary and alternative asset advisory startup
• Represented Atlas General Holdings, LLC in the sale of its business to Risk Placement Services, Inc., a US-based subsidiary of Arthur J. Gallagher & Co.
• Represented DARAG Group in the negotiation and consummation of a legacy run-off transaction with a major US retailer to provide finality to the retailer’s legacy workers compensation liabilities
• Represented GeoVera Holdings, Inc., a provider of specialty residential property insurance products, in the sale of its renewal rights for its Hawaii residential hurricane policies to Palomar Specialty Insurance Company
• Represented W. Brown & Associates Insurance Services in the sale of its business to Endurance Assurance Corporation, a US-based subsidiary of Sompo International
• Represented Third Point Reinsurance Ltd. (NYSE: TPRE) in its formation of, and investment in, Arcadian Risk Capital Ltd., a Bermuda-based insurance underwriter led by well-known industry veteran John Boylan
• Represented Equinox Management Group, Inc. in the sale of its stock to One80 Intermediaries, Inc.
• Represented Early, Cassidy & Schilling, LLC in its sale to AssuredPartners Inc.
• Advised Topa Equities Ltd. on the sale of Topa Insurance Group to Altamont Capital Partners (subject to customary closing conditions, including required regulatory approvals)*
• Advised Vanbridge, LLC on its acquisition by EPIC Insurance Brokers & Consultants*
• Advised Vanbridge Holdings on its sale of Alan Gray, LLC to Premia Holdings*
• Represented Rhino Labs, Inc. in its formation and Series Seed Preferred Stock initial capital raise of $1.5 million with a prominent venture capital firm*
• Represented Boost Insurance in its formation and various transactional and regulatory matters*
• Represented Coverys Group in its acquisition of Randall & Quilter Managing Agency Ltd., a fully authorized Lloyd’s managing agency based in London*
• Represented Nationwide Mutual Insurance Company in its renewal rights transaction with National General Holdings Corp. for its personal and commercial nonstandard vehicle in-force policies*
• Represented a Northeast regional insurance broker in its acquisition of a Philadelphia-based insurance broker and consulting firm*
• Advised Foundation Risk Partners in connection with its acquisition of Corporate Synergies, LLC*

Capital markets

• Represented Amwins Group, Inc., a leading global distributor of specialty insurance products and services, as US counsel on the launch of a joint venture expected to support approximately $400 million of premium
• Represented General Atlantic in its $179 million growth investment in Gravie, a health InsurTech that offers low-cost employer-sponsored health benefits packages
• Represented a private investment and direct lending firm in an investment in a reciprocal inter-insurance exchange, the proceeds of which will be contributed as regulatory capital
• Advised a private equity firm on the insurance transaction and regulation aspects of its unsuccessful bid for a leading private flood insurance MGA
• Represented a New-York based private equity firm as lead investor in the Series C financing and subsequent follow-on round for an InsurTech whose nationally available products integrate the procurement of homeowner’s insurance directly into the home-buying process
• Represented Pathpoint, Inc., a digital insurance wholesale brokerage service provider, in its capital raise with an early state venture capital firm
• Represented a national insurance program manager in its partnership with an international specialty insurer and reinsurer to add environmental insurance underwriting to its platform
• Advised a leading private equity firm on a potential investment in an employee benefits platform for small and mid-sized self-funded employers
• Served as underwriters counsel to MMC Securities on the surplus note offering of a mid-western mutual insurance company
• Served as underwriters counsel, Caelus Re V Limited, Series 2018-1 Principal at Risk Variable Rate Notes*
• Served as special counsel to cedant (California Earthquake Authority), Ursa Re Ltd., Series 2018-1*
• Served as underwriters counsel, Manatee Re II Ltd., Series 2018-1 Principal-at-Risk Variable Rate Notes*
• Served as underwriters counsel, Sanders Re Ltd., Series 2017-2 Class A Principal-at-Risk Variable Rate Notes*
• Served as special counsel to cedant (California Earthquake Authority), Ursa Re Ltd., Series 2017-2*
• Served as special counsel to cedant (Allianz Risk Transfer), Blue Halo Re Ltd., Series 2016-2*
• Served as special counsel to cedant (Allianz Risk Transfer), Blue Halo Re Ltd., Series 2016-1*
• Led close to 30 insurance risk linked securitizations (cat bonds, loans, and sidecars), securitizing nearly $7 billion of catastrophe exposed insurance risk*
• Introduced some of the ILS sector’s more innovative structures, including earliest primary insurance sidecar (Concord Re), first health insurance medical loss ratio securitization (Vitality Re), earliest use of a PCS county weighted index in a 144A note (Ibis Re), first fully levered sidecar cat loan (Emerson Re), and first cat risk securitization to provide cat protection for the benefit of CEA (Embarcadero I-III)*
• Led design and formation of reinsurer sponsored cat convergence ILS platform: Sirius Capital Markets (registered investment advisor), SCM High Yield Reinsurance Risk, Strategies Fund Ltd. (master-feeder hedge fund platform) and Alstead Re Ltd. (segregated cell transformer reinsurer)*
• Advised Swiss family office, PG3 AG, in its Series B investment in Nsure, Inc., a digital insurance producer that empowers people to buy home and auto insurance hassle free on their smartphones, tablets, or computers in minutes

*Matter handled prior to joining McDermott.

See less

Mike advises US and international brokers, MGAs, insurers, reinsurers, investors, and technology companies on a broad range of matters, including obtaining regulatory approvals and conducting due diligence for M&A; obtaining approvals for affiliate transactions; forming, licensing, and structuring business operations; drafting and negotiating distribution and administration agreements; and developing and obtaining approvals for unique products. He delivers practical and business-focused counsel on novel issues.

See less

• Represented a private equity firm’s portfolio company specializing in insurance and financial services on insurance commercial and regulation matters in its acquisition of two specialty insurance MGAs focused on the sports, leisure, and entertainment industries
• Advised Vouch Insurance Services, LLC in the sale of its specialist insurtech business to Hiscox Group, a Bermuda based and London Stock Exchange listed global specialist insurer
• Advised Bishop Street Underwriters, a RedBird Capital Partners portfolio company, in its acquisition of Aerospace Insurance Managers, a general aviation insurance services provider, from Hallmark Financial Services
• Advised MGG Investment Group, a direct lending investment firm, in an agreement for Conning & Company, Generali Investments’ wholly owned subsidiary, to acquire a majority stake in MGG for $320 million
• Represented Amwins Group, Inc., a leading global distributor of specialty insurance products and services, as US counsel on the launch of a joint venture expected to support ~$400 million of premium
• Advised Gemspring Capital, a middle-market private equity firm, in its sale of Insurvia, Inc., a franchise-model independent insurance agency and financial services holding company that operates the Fiesta Auto Insurance and La Familia Auto Insurance brands, to an affiliate of Bharcap Partners. McDermott represented Gemspring in acquiring both Fiesta and La Familia
• Advised Gram Asset Management, the private equity division of Grupo Romero Asset Management, on insurance commercial and regulatory matters in its majority investment in UniVista Insurance
• Represented CVC Capital Partners on insurance commercial and regulatory matters in their investment in Odevo, a technology property management company with an insurance affiliate
• Represents private equity, venture capital, and strategic investors, as well as other buyers and sellers, in various insurance and healthcare M&A and other transactions, primarily in the middle market
• Assists insurance companies, MGAs, brokers, and service businesses in capitalizing, forming, licensing, and structuring compliant operations, including on state insurance regulation, IT, intellectual property, tax, employment, privacy, and distribution, administration and other re/insurance transactions
• Demonstrates significant knowledge of the legal and commercial aspects of the insurance industry across all types of insurance and geographic markets, including: E&S and other non-admitted insurance; MGAs, wholesalers and programs; travel insurance; InsurTech; embedded insurance; Israeli companies; artificial intelligence (AI) and other innovation and modernization; Lloyd’s of London and the London market; Bermuda re/insurers; cyber; market conduct regulation and enforcement; insurance holding company act compliance; and the intersection of healthcare and state insurance regulation

See less

Stacy has extensive government experience, including working for the US Bankruptcy Court for the Southern District of New York as the lead law clerk for the Lehman bankruptcy and SIPA liquidation cases. Prior to her legal career, Stacy spent several years working as a special agent for the US Department of the Treasury Internal Revenue Service, Criminal Investigation Division, where she gained experience conducting witness interviews, participating in enforcement operations, preparing special agent reports and testifying in court proceedings.

See less

• Represented multiple national banking associations in connection with various forbearance arrangements and loan work outs*
• Represented bondholders of foreign paper manufacturing company in interpreting bond indentures and protecting and maximizing their recoveries*
• Participated in mediation of labor issues in connection with the chapter 11 cases of the world’s largest airline*
• Participated in mediation of plan negotiations in chapter 11 cases across numerous industries*
• Advised a Caribbean luxury resort in connection with the refinancing of its asset-based lending facilities*
• Served as lead counsel to a portfolio of Nevada casinos in the negotiation and preparation of its prepackaged chapter 11 cases*
• Represented developer and operator of destination resorts in its out-of-court cross-border restructuring of $1.7 billion debt portfolio*
• Represented global investment and advisory firm in out-of-court wind-down and asset disposition process*
• Counseled four major distributors of prepackaged music and major film studio distributors as creditors (secured and unsecured) in chapter 11 and chapter 7 proceedings and out-of-court restructurings of various music and movie retailers*

*Matter handled prior to joining McDermott.

See less

• International Women‘s Insolvency and Restructuring Confederation (IWIRC), member
• Volunteer Court Appointed Special Advocate for Children in Foster Care

See less

Brian also advises clients with international operations on transfer pricing issues, such as supply chain structuring and intellectual property planning. As US delegate to the OECD’s Working Party 6 throughout the G20-OECD Base Erosion and Profit Shifting (BEPS) project, Brian negotiated major changes to international transfer pricing standards, including changes to the OECD Transfer Pricing Guidelines chapters on intangibles, cost contributions arrangements, risk and recharacterization, and low-value added services.

In addition, Brian was one of the primary drafters of a recently issued detailed set of regulations governing US taxation of transactions involving foreign currencies.

Before joining the Treasury, Brian spent several years in private practice, where he advised clients in various sectors, including technology, pharmaceutical, financial services and consumer products. He handled aspects of international tax planning including foreign tax credits, foreign currency issues, Subpart F, intangible property transfers, transfer pricing and treaty interpretation.

Prior to law school, Brian served as a staff economist to the White House Council of Economic Advisors where he assisted the chairman and members of the council in advising the president on tax policy and other public finance issues. In addition, he served as senior economist to the Joint Economic Committee of Congress where he advised the chair regarding tax policy, including issues related to the economic implications of potential international tax reforms.

See less

Digital Health

Caroline advises clients involved in digital health—the intersection of health software applications, analytical tools, medical technology and electronic data assets enabled by the internet and mobile devices—on the applicable legal and regulatory infrastructure, with a particular focus on remote patient monitoring programs. She offers nuanced insights into fraud and abuse issues that arise in novel partnerships and other relationships between digital health companies and established healthcare providers. Her broad experience allows her to deliver practical, forward-thinking compliance and revenue strategies that help her clients thrive in today’s complex and still-evolving digital health regulatory landscape.

Medicare Reimbursement and Healthcare Compliance Matters

Caroline advises Medicare providers, consultants and vendors on a wide range of business, legal and regulatory issues. Caroline has extensive experience advising clients on Medicare and Medicaid fee-for-service reimbursement, billing and coding. She also advises clients on professional licensure, scope of practice, physician and health care professional clinician relationships and supervision, together with overall corporate compliance.

Prior to joining the Firm, Caroline served as a health law fellow for a regional nonprofit health system and as a law clerk at the US Department of Health and Human Services. Her background gives her a deep understanding of legal issues from both the regulator and provider perspectives.

See less

• Represented a digital health start-up in the establishment of its business model, including negotiating multimillion-dollar service agreements with large health systems and providing advice on fraud and abuse, reimbursement, licensure, scope of practice and other compliance matters.

See less