Insurance

M&A

M&A transactions in the insurance sector require a deep knowledge of the supervisory framework. Gleiss Lutz combines this sector-specific M&A transactions expertise with the expertise of colleagues from other legal areas, such as employment law, antitrust law, compliance, and tax law.

We advise companies in Germany and overseas on mergers and acquisitions as well as  disposals, insurance group restructurings and demutualisations, business unit outsourcings, and portfolio transfers, including run-off transactions.

Changes of legal form, portfolio transfers, and related activities

Our lawyers have designed and executed numerous national and international restructurings of insurance groups.

They have acquired extensive experience with supervisory authorities, in particular with BaFin, in the context of restructurings, for example with changes of legal form and with national and international portfolio transfers (including run-off portfolios).

Corporate governance

In the area of corporate governance, industry know-how is of particular importance in the insurance sector. In addition to a profound knowledge of corporate law, corporate governance advisory requires a deep understanding of a company’s objectives and the interests of its shareholders, management board and supervisory board, as well as employees.

We advise on all matters relating to internal structures, corporate duties, the division of labour between the managing and supervisor boards and the drafting of rules of procedure. With our experience we can help clients fulfil all their legal obligations and thereby avoid liability risks.

Insurance supervisory law

Gleiss Lutz has been advising on all aspects of insurance supervisory law for many years.

This includes advice on setting up new insurance companies, on entry into new lines of business, on M&A transactions and restructurings, on regulatory requirements for investments, on compliance violations and measures taken by the supervisory authorities in response to these, and on run-off issues. This breadth of expertise means that we can also provide support to mixed financial holding companies and advise on the development of new products at the frontier between insurers and banks as well as on investments and asset management.

Asset management and capital investments

Especially in times of low interest rates, asset management is paramount for insurance companies.

In close cooperation with our specialists in the areas of investment and capital market law as well as in the area of M&A, we advise on regulatory investment requirements, structure transactions in accordance with these, and provide support for their implementation.

Insurance Compliance

For an insurance enterprise, which is particularly dependent on customer confidence, compliance violations can have farreaching consequences.

Gleiss Lutz carries out compliance investigations for management, supervisory boards or parent companies, in cases including bad investments due to breaches of duty, impermissible distribution, infringement of competition and antitrust law, as well as tax offences. We also advise on the contact with regulatory bodies, tax offices and state prosecutors. To avoid compliance breaches, we develop tailor-made compliance programmes and carry out training for members of governing bodies and executives. In the event of breaches of duty on the part of members of governing bodies, we can advise on the assertion of claims for damages as well as D&O insurance coverage. Should employees have violated duties, we advise on consequences under employment law.

Claims management

We represent insurance companies as well as insured companies in high-value court disputes, for example in litigation over large insurance claims, in fundamental disputes about the effectiveness of policy conditions, and in the defence of clients against measures initiated by the authorities.

Reinsurance

Our experts have for years acted as trusted advisers to major reinsurance companies and are therefore particularly familiar with the specific commercial and regulatory characteristics of the reinsurance business.

In addition to the classic forms of reinsurance, they also advise on all the various forms of alternative risk transfer.

Insurance Antitrust

One of our focal points when advising insurers on antitrust law is merger control and other restructuring measures with their industry-specific features.

Clients benefit from our unparalleled experience as well as from our longstanding relationships with the relevant authorities. Another area of expertise is compliance competition/antitrust law. We provide assistance in preparing, implementing and modifying compliance systems under competition/antitrust law, taking into account the characteristics of the insurance industry, and adjusting such systems to meet requirements.

Employment law for insurance companies

In all fields of individual and collective employment law the firm stands for outstanding legal advice geared to the specific needs of the insurance industry.

Our advisory spectrum includes negotiations with works councils, sector-specific issues relating to collective bargaining law, as well as the provision of employment law advice on company-internal changes of legal and organisational form with particular focus on the joint operation of multiple legal entities.