We continue to advise insurers and insurance agencies and agents throughout Ohio, and we have a network of local counsel that allows us to operate in other states.
Overview
The insurance industry is continually susceptible to regulatory developments and other changes that require counsel attuned to the sector. Vorys’ insurance industry team has been a cornerstone of the firm since its inception. We continue to advise insurers and insurance agencies and agents throughout Ohio, and we have a network of local counsel that allows us to operate in other states. Members of our team are regularly recognized by leading legal rankings as top-tier providers in the state and are members of the Federation of Regulatory Counsel, an exclusive association made up of insurance regulatory attorneys.
We handle the organization, capitalization, and restructuring of insurance companies and agencies, as well as mergers, mutual-to-stock conversions, and conversions to mutual holding company systems. We assist in obtaining the admissions of domestic insurance companies to other states and of foreign insurance companies to Ohio, and assist clients with securing regulatory approvals of insurance policies and forms. Our lawyers also aid in the negotiation of insurance and reinsurance contracts and the licensing and management of agents and brokers. More generally, we help our clients to determine which of their products and operations may constitute the business of insurance and trigger regulatory oversight.
Our lawyers regularly appear on behalf of insurance clients in hearings, investigations, enforcement actions, and other administrative proceedings. We also defend and prosecute insurance matters for insurance companies, agencies, and agents in lawsuits in state and federal court. We also provide counsel to reinsurance companies, captive insurers, and risk retention groups, and represent insurance trade associations and organizations involved in insurance education. In addition, our lawyers often advise clients on insurance issues that arise in connection with their commercial, real estate, employment, governance, legislative, tax, intellectual property and transactional matters.
We routinely represent clients before the Ohio Department of Insurance. Our regulatory practice spans the life cycle of insurance companies, and includes formation, licensing, ongoing operations and regulatory compliance, restructuring, rehabilitation, and insolvency. We also defend clients in agent disciplinary proceedings, counsel clients on interpretation of investment laws and statutory deposit questions, draft amendments to insurer articles and regulations, and assist our clients with the legislative and rule making process as it relates to insurance issues. In addition, we represent a trade association of Ohio property and casualty insurance companies.
FORMATION, OPERATION, REHABILITATIONS AND INSOLVENCIES
Our lawyers have helped to form many Ohio-domiciled stock life, property/casualty, and reinsurance companies, as well as health insuring corporations (i.e., labeled health maintenance organizations in other states). In so doing, we work closely with the Exam-Audit Division of the Ohio Department of Insurance and consult with clients on investments, agent appointments, policy form, and rate filings. We assist clients with their Form A, B, C, D and F, Corporate Governance Annual Disclosures, and all other regulatory filings, and in structuring transactions among affiliates. In addition, our firm has represented “troubled” insurers, and claimants in connection with insurer rehabilitations and insolvencies. We have helped clients interpret Ohio’s insurer insolvency laws, have negotiated workout proposals, and have litigated contested court proceedings involving insurer insolvency issues.
ADMISSIONS AND REDOMESTICATIONS
We often represent foreign insurers seeking admission into Ohio. In that capacity, we interact with the Exam-Audit and Legal Divisions of the Ohio Department of Insurance and address issues such as guarantees by corporate parents of the capital and surplus of the insurer seeking admission. In addition, our lawyers have worked on “redomestication” of foreign insurance companies to Ohio companies and from Ohio insurance companies to foreign companies. Such transactions require careful coordination with the departments of insurance and other agencies in the domiciliary state and in all other states in which the redomesticating company is admitted. Our lawyers are experienced in resolving the issues that typically arise in redomestications.
Our lawyers have assisted clients in forming, purchasing, and selling insurance agencies and books of business and the preparation of all related regulatory filings. We also have represented clients in connection with disputes between competing insurance agencies or between insurance agencies and insurance companies. We have defended clients before the Ohio Department of Insurance in connection with consumer complaints against insurance agencies and agents, including matters related to contingent commissions and claims of bid rigging.
We have successfully represented many applicants who have filed a Form A with the Ohio Department of Insurance in connection with their merger with, or acquisition of, domestic insurance companies. We also have counseled clients regarding takeovers and proxy filings involving Ohio insurance holding company systems. Our lawyers have significant experience with the procedure that Ohio law mandates for certain insurance company merger, consolidation, and reinsurance transactions. Under that procedure, some transactions must be approved, after public hearing, by a Commission comprised of representatives of the Governor of Ohio, the Attorney General of Ohio, and the Ohio Superintendent of Insurance. Our lawyers often have appeared before that Commission on behalf of our insurance clients.
Conversions involve a different statutory process. Under Ohio law, the conversion of insurers from mutual-to-stock companies, or from stock-to-mutual companies, requires close scrutiny by a statutorily created appraisal committee and by the Ohio Superintendent of Insurance. Our firm has represented mutual insurers that converted to mutual holding companies and has handled the hearings before the Ohio Department of Insurance regarding those conversions. We also have helped clients form mutual insurance holding companies as part of the conversion process.
Our firm has an active and broad insurance litigation practice. We have represented clients in lawsuits concerning sales practices, product pricing, insurance coverage, regulatory filings, claims handling practices, demutualization, covenants not to compete, and antitrust issues, among many other matters. Our lawyers have litigated novel questions involving Ohio’s insurance laws, opposed certification of wide-ranging class actions in cases involving insurance issues, defended actions brought against insurance companies, agencies and agents, and prosecuted insurance-related suits on behalf of our clients.
