The Freehills Insurance team provides regulatory advice to domestic and international insurers, brokers and financiers in their dealings with insurers covering all aspects of their compliance with legislation, prudential standards and regulatory guidelines in relation to licensing, product development, corporate structuring and restructuring, capital management, financial instruments and dealings with the regulators.

We also provide assistance and advice in relation to insurance company acquisitions and restructures, due diligence, regulatory approvals, rationalisations of insurance companies, products and funds and re-insurance reviews.

We can also assist you if you wish to conduct insurance business in Australia, whether as a branch of a locally incorporated company, on all aspects of establishing yourself in Australia and your day-to-day compliance with Australian law.

Our insurance practice is uniquely placed because of our group’s long-term trusted relationship with senior regulators. Our team also has significant practical experience, with the day-to-day operation of an insurance company, with a number of our senior people previously occupying positions at major insurers and through strategic secondments.

Our services include:

• Insurance companies mergers, acquisitions and restructures  – advice in relation to all aspects of insurance company acquisitions and mergers, including all regulatory approvals and due diligence reports. We have extensive experience in the rationalisation of insurance businesses and statutory funds and have successfully obtained Court approved rationalisations under Part 9 of the Life Insurance Act 1984 (Cth) and Division 3 A of the Insurance Act 1973 (Cth).
• Insurance policies – advice on the drafting, interpretation and conditions of insurance policies, risk management and compliance issues, subrogation, contribution and coordinate liability, the Insurance Contracts Act 1984 (Cth) and other relevant legislation.
• Brokers/agents obligations and responsibilities – advice on professional indemnity; directors and officers duties; employers liability, including workers compensation; public liability, product liability, medical malpractice, property, transport, maritime and aviation.
• Indemnity issues – advice on exclusion clauses, insurance claims and disputes, professional indemnity insurance, coverage disputes with insurers and risk management solutions.
• Insurance industry regulation and compliance – advice on all aspects of the impact of the Financial Services Reform Act  2001 (Cth) (FSRA) including the requirements for licensing, financial services and products disclosure and the regulation of sales and marketing activities. We also provide advice on compliance systems and strategies, Australian Securities and Investments Commission (ASIC) inquiries, surveillance activities and investigations, including potential criminal, civil and administrative actions arising out of breaches of the FSRA or licence conditions.

The Freehills Insurance team regularly advises on all regulatory aspects, including compliance and prudential standards and guidelines in relation to licensing product development, financial instruments, and dealings with the regulators. Some examples of our insurance practices’ most recent experience includes:

• Promina Group Limited – Freehills advised the life and general insurance group, Promina, on its recent merger with Suncorp-Metway. Freehills’ Funds Management team provided advice on various regulatory aspects of the transaction including in relation to obtaining regulatory approvals, disclosure to Suncorp pending shareholder approvals and reviewing Promina’s reinsurance arrangements and the potential impact of the merger on the continuation of those arrangements.
• Challenger Financial Services Group Limited – Freehills advised Challenger Financial Services Group Limited on its agreement with MetLife Insurance Limited to a transfer by Scheme of Arrangement of MetLife’s A$2 billion annuity, allocated pension and personal superannuation liabilities. Under the terms of the agreement, Challenger will also receive approximately A$1 billion of Australian investment grade fixed interest assets and nearly A$1 billion cash.
  
  This matter involved a variety of regulatory issues related to the sale and purchase of a life insurance book of business including the transfer of and assumption of liability under life policies, approval applications to the regulators, the application of the scheme amalgamation provisions of the Life Insurance Act 1995 (Cth) and the approval applications to the court.
• Commonwealth Bank of Australia (CBA) – We act for CBA life insurance subsidiaries Commonwealth Insurance Holdings Limited and The Colonial Mutual Life Assurance Society Limited in relation to the merger of their life insurance businesses under a court approved Part 9 scheme under the Life Insurance Act 1995 (Cth). We also advised CBA on unit pricing matters including negotiating with ASIC on enforceable undertakings.
• AXIS Speciality Europe Limited – We recently assisted AXIS in preparing a submission to the Treasury on the regulation of direct offshore foreign insurers (DOFI) and assisting them to obtain regulatory approval as a DOFI. We have also just completed advising AXIS on the drafting and negotiation of distribution, marketing and secondment agreements to allow it to market and issue its specialty insurance lines in Australia  through a local Australian financial services licence holder.
• GE Mortgage Insurance Corporation and GE Mortgage Insurance Pty Ltd – We acted for these companies on the first Division 3A court approval merge of the mortgage insurance business of these two companies and the regulatory approvals required for the rationalisation and changed shareholdings of the companies.
• AAMI – We advised AAMI on all aspects of compliance with the financial services reform regime and provided ongoing advice in relation to compliance with financial standards regulations on new products, disclosure and advertising.