corporate insurance
Mergers and Acquisitions/Reorganizations
Our lawyers have represented some of Canada's largest and most sophisticated insurers and other industry participants on a number of major acquisitions, divestitures and corporate reorganizations. We have also assisted our clients on the integration and merger of acquired businesses.
The insurance industry is highly regulated and most mergers and reorganizations require regulatory approval. Given the depth of our experience, we are well-positioned to facilitate obtaining approvals in an efficient and effective manner.
We have also been involved on numerous acquisitions and divestitures of insurance brokers and agents throughout Canada, including assisting with joint venture/shareholder agreements and secured debt transactions.
Regulatory Approvals
McMillan understands the complex legal and regulatory environment in which our insurance industry clients operate, and offers comprehensive advice on all aspects of federal and provincial regulatory compliance. We are leaders at structuring innovative transactions and developing specialty products to assist our clients with these issues.
Because of our extensive work with the federal regulator, the Office of the Superintendent of Financial Institutions, and provincial regulators, including the Financial Services Commission of Ontario, the Financial Institutions Commission of British Columbia and the Autorité des marchés financiers in Québec, we are able to secure complex approvals quickly and efficiently, such as:
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Ministerial and Superintendent approvals at the federal level as required for share and portfolio acquisitions and divestitures, amalgamations and other business transactions
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Specialized federal regulatory approvals (including related party transactions, exemptions and variation orders)
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Advance ruling certificates under the Competition Act in insurance-related transactional matters (including a ruling within seven days on one day's notice in an unusual situation)
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Resolution of market conduct issues and compliance by insurers with provincial statutes.
Regulatory Proceedings
If problems arise, we represent insurers, agents and brokers before the Financial Services Tribunal, and in proceedings of the Financial Services Commission of Ontario, Registered Insurance Brokers of Ontario and other provincial insurance regulators.
Operational Matters
We have dealt with various regulators (insurance, pension, tax and others) on such insurance operational issues as:
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Drafting and amending policies
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Qualifying segregated fund offerings
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Establishing, acquiring and reorganizing insurance intermediaries
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Responding to charges under provincial insurance legislation
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Securing approvals required under the Bank Act
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Dealing with regulatory challenges to innovative marketing initiatives
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Developing and maintaining trademark and trade-name programs
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Assisting in obtaining unique automobile rates.
Market Conduct
McMillan lawyers advise insurers, agents and brokers in connection with the day-to-day business of marketing and selling insurance products. These market conduct activities are highly regulated, and we have the expertise to assist with even the most complex issues, such as:
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Withdrawal from auto insurance and other lines of business
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Compensation of insurance intermediaries
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Legislative compliance with proposed joint-marketing initiatives and programs with entities involved in other industries
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Compliance with consumer protection provisions contained in insurance statutes, regulations and policies.
Compliance
McMillan, alone and in partnership with others, has created unique compliance solutions for insurers operating in Canada. We provide the legal input to Risk Manager TM (previously Compliance Office TM ), a legislative compliance management system used by a number of insurers, to comply with regulatory requirements. Modules include the federal Insurance Companies Act ; Quebec-incorporated insurance company regulation; market place regulation for all Provinces and Territories; privacy and anti-money laundering and anti-terrorist financing regulation.
Specialized Products
We have developed a number of "turn key" solutions to assist insurers with fulfilling their obligations to the Office of the Superintendent of Financial Institutions, the federal regulator. OSFI has issued guidance on a number of matters requiring insurers to implement policies and procedures, such as outsourcing, pledging of assets, corporate governance, appropriateness of senior management and board members and reinsurance. We have developed legal products, that are available for purchase or license, to assist our clients in complying with these regulatory requirements while at the same time benefiting from savings due to the sharing of the cost of development of these products.
Incorporation, Organization and Licensing
We regularly assist insurers, as well as insurance brokers and other intermediaries, in connection with incorporation, organization and Canada-wide licensing. Our lawyers also advise foreign insurers on the qualification and Canada-wide licensing of insurance branch operations and assist provincial insurers with continuation under federal legislation. We routinely work with insurance industry clients to secure regulatory approval for amalgamations, arrangements, and other reorganizations, including branch run-off and closures.
McMillan selected for Publications
McMillan's predecessor firm was selected by CCH, in partnership with the Canadian Corporate Counsel Association, to write the chapter on Insurance for the Ultimate Corporate Counsel Guide. For a number of years, our lawyers have provided Best's Directories of Recommended Insurance Attorneys and Adjusters with annual law digests for both Canada and Ontario.
Representative Transactions/Cases
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Acted for AXA SA in connection with the sale of AXA Canada Inc. and its subsidiaries to Intact Financial Corporation for $2.6 billion.
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Acted in connection with a $2.2 billion offering of common shares of an insurance client structured as a concurrent secondary offering completed on a "bought deal" basis and a private placement to certain institutional investors which, at the time, represented the largest non-government secondary offering and included one of the largest bought deals in Canadian history.
- Acted for one of Canada's largest insurers on three separate insurance company acquisitions, including the acquisition by RSA Canada of GCAN Insurance Company from the Ontario Teachers' Pension Plan Board of the largest P&C acquisitions in Canada.
- Acted on behalf of a U.S. corporation in connection with the Canadian regulatory implications associated with a worldwide acquisition and subsequent business integration.
- Acted for an insurance group in connection with its acquisition of an insurance intermediary specializing in condominium insurance.
- Acted on behalf of a major reinsurer regarding the Canadian portion of the transaction, when it completed the sale of its worldwide reinsurance business.
- Represented various clients in connection with secured debt financings and acquisitions of several insurance intermediaries.
- Acted on behalf of a major Canadian insurer in its acquisition of an insurer and the attendant corporate reorganizations.
- Acted on behalf of a major international insurance intermediary in connection with the establishment of its Canadian operations
- Acted for several insurers in connection with the purchase and sale of renewal rights in certain specialty lines.
- Acted on behalf of a Canadian insurer in respect of its Canadian reorganization and information technology agreements.
- Represented a major Canadian bank in a transaction involving its investment of up to $500 million in acquiring a leading disability insurance business.
- Acted as Canadian counsel on the acquisition by a U.S. life insurer of the U.S. insurance business of a large Canadian life insurer.
- Acted on behalf of a large life insurer in the development and Canada-wide qualification and maintenance of its segregated fund product.
- Advised on the Canadian aspects of a US$2 billion sale of a life and health reinsurance business.
- Represented a Canadian bank and its insurance subsidiary on three separate life insurance acquisitions.
- Acted in connection with the first public offering of securities in Canada by a property and casualty insurer.
- Acted on the acquisition by a major Canadian insurer of certain specialized P&C product lines and warranty lines.
- Represented Eureko B.V. on the sale of Seaboard Life Insurance Company to Industrial-Alliance Life Insurance Company.
- Acted for Sun Alliance Group plc on the sale of Sun Alliance Insurance Company and Sun Alliance and London Assurance Company (Canada).
- Represented the Michigan Commissioner of Insurance in connection with the liquidation of Sovereign Life and the insolvency of Confederation Life.
- Advised several U.S. and Canadian clients in connection with the sale and administration of extended warranty programs in Canada.
- Advised the Canadian Life & Health Insurance Association on the statutory duty imposed upon insurers to monitor the conduct of life insurance agents in Ontario in connection with the development of national standards for the screening and reporting of life agents based on their suitability to carry on the business of a life agent.
- Acted as Canadian representative in a bi-jurisdictional task force established by the Michigan Commissioner of Insurance for the purpose of drafting a new Michigan State of Entry Law and a new Michigan model trust indenture for alien insurers.
Publications / Presentations
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