Global Insurance Capabilities

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CONTENTS

Delivering insurance expertise around the world ........................................................... 3

Establishing a new business ........................................................................................... 3

Ensuring international compliance ................................................................................ 4

Expanding your business ............................................................................................... 4 - 5

Developing overseas ..................................................................................................... 5

Protecting your assets ................................................................................................... 6

Proactive legacy management ....................................................................................... 6

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acting or refraining from acting as a result of material contained in this summary. No part of this summary may be used, reproduced, stored in a retrieval

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© Clyde & Co LLP 2010

Delivering insurance expertise around the world

Underwriting and broking businesses – whether they operate in established centres such as Bermuda, New York,

London and Europe or in the emerging markets – need advisers who have experience with the capital, operational

and regulatory issues that they face.

Understanding the industry inside out is what makes the Clyde & Co insurance and reinsurance practice a world

leader, highly rated by leading legal directories. As long-standing specialists in these markets, we advise clients at

every stage of their development; helping them to raise capital to start or grow their business, managing the issues

around regulation, staffing or overseas development, helping with acquisitions or disposals and, should the need

arise, assisting businesses to close their books and manage the resulting legacy.

• Our clients are underwriters and brokers in the life, property and casualty sectors (both retail and wholesale)

• We have the largest dedicated corporate insurance team in London

• Fully international, our practice is operates locally in the UK, Europe, the Americas, Asia, the Middle East and

Russia

• We are advisers to nearly a quarter of the Lloyd’s market by capacity

This genuine multi-jurisdictional capability allied with the depth of resource that we devote to corporate insurance sets

us apart from other insurance firms.

Establishing a new business

Diversification and expansion are strong trends in the re/insurance market, either through the creation of businesses

or by moving into new markets. Establishing a presence – whether at home or abroad – has a variety of different

requirements. Whether you are looking to raise capital, or considering the employment, tax or operational implications

of your business strategy – we can weave together the specialist advice you require to ensure that you get the most

effective and commercial advice possible.

Recent experience includes advising on:

• Half of the new start-ups at Lloyd’s for 2008.

• The licensing of Friends Provident, by the UAE authorities – the first UK life insurer to be so since the moratorium

on foreign registrations was lifted.

• Procedural and regulatory issues arising from the proposed sale by a multinational insurer of its interest in

companies operating in the UAE, Saudi Arabia, Bahrain and Oman.

• Licensing of Friends Provident and Generali in the UAE to write life insurance business, the first two European life

insurers to be authorised in the UAE following a 20-year moratorium on new entrants

• More than half of the international markets set-ups in the Dubai International Financial Centre (DIFC), including

Zurich, QBE, Munich Re, Generali and Allianz

• The first Japanese insurance company to establish in the Qatar Financial Centre

• Royal & Sun Alliance on the purchase of the third largest insurer in Oman

• Procedural and regulatory issues arising from the proposed sale by a multinational insurer of its interest in

companies operating in the UAE, Saudi Arabia, Bahrain and Oman

• Advising international shareholders and management on the establishment of a ground-breaking health insurance

company to pioneer compulsory health insurance in Abu Dhabi

• Establishing insurance brokers in Moscow

• Advising insurers on establishing a presence in Russia

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Ensuring international compliance

Regulation is a vital component of insurance. We have people on the ground in the key insurance markets with

extensive experience of hands-on discussions and negotiations with regulators around the world. This enables us to

offer a ‘joined up’ regulatory view for clients operating across countries and continents.

Other areas of regulatory expertise include the European Commission (EC), which has been taking a close interest in

the workings of the insurance industry in the past few years, particularly regarding competition issues. We have been

at the forefront on advising on these issues, as well as matters involving mergers and acquisitions, restrictive

agreements (cartels, co-operation, technology transfer, joint ventures and vertical agreements) and abuse of a

dominant position.

Our experience includes advising:

• A US insurer on the regulatory implications of accepting a Part VII transfer into a UK branch

• Major insurers in relation to issues arising out of the Spitzer complaint and the EC investigation into the businessinsurance sector

• A leading insurer in relation to the compliance of co-insurance arrangements with EC competition law

• The first challenge to how the Motor Insurers' Bureau's enforcement powers are exercised

• Advising Middle East insurers on implementing systems to monitor and reduce their exposure, at an underlyingand reinsurance level, to international sanctions in relation to Iranian business

• Arabic translation and policy review services to a wide range of international insurers to ensure compliance withnew GCC regulations

• On the legality and procedural logistics for ransom payments to Somali pirates from GCC states

• International life and health insurers and intermediaries to regularise their GCC activities

• The Abu Dhabi, Dubai and other GCC governments on the reform of their healthcare financing systems, includingdrafting national legislation of the implementation of compulsory health insurance schemes

• International and regional (re)takaful operators on corporate governance in relation to the Shari'a aspects of theirbusinesses

• On policy drafting and coverage under Russian law

• On subrogated recoveries

• On Russian regulation

Expanding your business

Whatever your business – underwriting or broking – the expansion and development of your organisation is critical to

future growth. Helping clients to raise capital through rights issues, private placements, disposals and stock market

listings is the bedrock of our practice, as is ensuing that all regulatory requirements are met on a timely basis. We

have also regularly advised on transactions involving the use of sidecars as capital raising vehicles, as well as forms

of finite re/insurance and other innovative structures.

Our experience includes advising on:

• The THB placing

• The listing of Randall & Quilter

• The demutualisation of Partnership Assurance – the first ever cash demutualisation of a UK friendly society

• Advising a major multi-national insurance group on the acquisition of a Middle East insurance concern with

multiple branches across the GCC

• International insurers to expand their Middle East footprint through strategic alliances, new branches and joint

ventures

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• Advising a multinational insurer on its new takaful joint venture in the UAE

• Assisting international health insurance brands in reinsurance partnership arrangements with local GCC insurers

to expand their GCC business

• Advising international and regional insurers in relation to the distribution of products via fronting arrangements, the

internet and bancassurance

Insurance is a highly mobile industry, with teams continually moving between underwriters and brokers. This can often

cause significant problems in the short to medium term. We have in-depth experience of working with clients to put in

place the contractual arrangements to minimise any disruption.

Our experience includes advising on:

• The pursuit of claims by a London broker against a departing team of employees to a competitor, in relation to

breach of confidential information and restrictive covenants

• The acquisition by an insurer of a team of underwriters - dealing with compliance with gardening leave provisions -

as well as confidential information and restrictive covenants

Developing overseas

Established re/insurers around the world are looking to the developing economies for opportunities to expand their

businesses. In countries such as Brazil, China, India and Russia, the growing consumer class, increased foreign

direct investment, infrastructure development and an increased awareness of catastrophe exposure are driving

development in a range of insurance classes, and these countries in turn are starting to open up their doors to

(re)insurance companies.

Clyde & Co has advised on local regulatory regimes, provided assistance in terms of set-up and registration, advised

on the underlying local law and provided claims handling and assistance at all levels.

Our experience includes:

• Regularly advising over half of the international insurance operators that have set up in the financial centres in

Dubai and Qatar

• Advising one of the largest UK-based insurance company in their JV-based foray into Indian market.

• Reviewed and drafted private medical insurance (PMC) contracts for a large UK Health Insurance Company and

assisted in their processes through a Citrix server between the clients’ UK office and our Indian office as part of a

legal outsourcing project.

• Advised a leading UK-based claims management company in respect of its JV in India and also advised on

regulatory issues

• Regulatory support and assistance to leading European Insurance and Re-insurance Companies and large trading

houses on regulatory issues relating to insurance laws and regulation in India

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Protecting your assets

Businesses are looking at new product development, extended covers and to new forms of product distribution

through the Internet, affinity groups and corporate partners, as well as reducing costs through more effective use of

technology. We have a wealth of experience in all these areas that will help you to fully exploit opportunities whilst

identifying and managing your risks.

Our experience includes advising on:

• Goldman Sachs' outsourcing of insurance business processes

• AXA's white label affinity agreement with Marks & Spencer

• ACE's online distribution of products via the wholesale broker market

• W. R. Berkley Corporation's purchase of a new bespoke rating engine and policy administration IT system

• Advising a Swiss insurer on the successful settlement of a long-standing agency dispute to enable the insurer to

exit the UAE market

• Assisting a large UAE insurer retain its positive S&P rating when its parent was downgraded

Proactive legacy management

Businesses that have proactively managed their legacy business have generally seen positive results and improved

relations with the insurance market, shareholders and policyholders. The advent of Solvency II is encouraging all

insurers and reinsurers – both in London and Continental Europe – to take a closer look at the capital requirements of

their operations.

We are the only law firm with a team dedicated to discontinued business and our position at the forefront of

developments in the sector is illustrated by the number of market ‘firsts’ on which members of the group have advised.

Including the first solvent scheme of arrangement; the first insurance business transfer scheme under Part VII of the

Financial Services and Markets Act 2000; and the first Part VII transfer from Lloyd’s.

In the last year we worked on:

• The first solvent scheme of arrangement for German reinsurer GLOBALE

• A solvent scheme for insurer Winterthur

• The acquisition of the London branch of Swiss company Generali Assurances Generales by City General

• The proposed transfer of business from the London Branch of AXA Re SA to AXA Global Risks (UK) Limited

• Assisting Kuwait insurers with the successful run-off of legacy and post 9-11 business

• Assisting a UAE insurer with the portfolio transfer of its insurance portfolios in the Kingdom of Saudi Arabia

Clyde & Co LLP offices and associated* offices:

Abu Dhabi Bangalore* Belgrade* Caracas Dar es Salaam* Doha Dubai Guildford Hong Kong London Moscow Mumbai*

Nantes New Jersey New York Paris Piraeus Rio de Janeiro Riyadh* San Francisco Shanghai Singapore St Petersburg*

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