Corporate (re)insurance transactions
Produced in partnership with Neil Chisholm of Hogan Lovells International LLP
Corporate (re)insurance transactions

The following Insurance & Reinsurance guidance note Produced in partnership with Neil Chisholm of Hogan Lovells International LLP provides comprehensive and up to date legal information covering:

  • Corporate (re)insurance transactions
  • Share sale and purchase of insurance companies
  • Part VII transfers
  • Cross-border mergers

This Practice Note provides an overview of the key issues and questions that an English lawyer is likely to need to address in the context of corporate (re)insurance transactions.

The transactions examined in this note are share sales and purchases, Part VII of the Financial Services and Markets Act 2000 (FSMA 2000) transfers and cross-border mergers. The UK ceasing to be a member of the EU may impact the application of these regimes (in particular the cross-border merger regimes). For more information, see Practice Note: Insurance business transfer schemes.

Except where otherwise mentioned, this note contemplates private transactions involving UK (re)insurers and Lloyd's managing agents, or managing general agents (MGAs), but not (re)insurance intermediaries.

This note addresses corporate and (re)insurance regulatory matters, but does not cover other areas such as employment, tax or accounting.

Share sale and purchase of insurance companies

A share sale and purchase transaction involving (re)insurers is similar to those involving other companies. (For general share sale and purchase transactions, see: Share purchase agreement—overview, A guide to share purchase agreements and General issues (share purchase)—overview). However, the regulated status of (re)insurers introduces some additional factors that need to be considered.

Regulatory capital and other separation issues

The seller will need to get back any capital it has put in to fund the (re)insurer's regulatory capital requirements or the purchaser will need