Neil R. ("Nick") Pearson Edwards Angell Palmer & Dodge LLP Partner

Transcription

1 Neil R. ("Nick") Pearson Edwards Angell Palmer & Dodge LLP Partner New York Areas of Practice Insurance & Reinsurance Cross Border Regulatory & Transactional Services Reinsurance International Insolvency & Restructuring Education Duke University, B.A. Duke University School of Law, J.D. Bar Admissions New York New Jersey Memberships American Bar Association Assoc. of the Bar of the City of N.Y., Insurance Federation of NY (Trustee) Federation of Regulatory Counsel Int'l Assoc. of Insurance Receivers Nick Pearson is a partner in the Insurance and Reinsurance Department at Edwards Angell Palmer & Dodge's New York City office. He has represented U.S. and foreign insurers, reinsurers and producers since 1977 and has served as outside General Counsel to licensed and surplus lines insurers. He has broad insurance regulatory and transactional experience in both life and property & casualty insurance and has successfully represented cedents and reinsurers before industry arbitration panels. Mr. Pearson has represented clients in the formation, acquisition, sale and licensing of insurers, reinsurers, producers, captives and risk retention groups. Mr. Pearson is experienced in commutations and the detailed analysis and preparation of reinsurance agreements and loss portfolio transfers. He has conducted international reinsurance fraud investigations and is experienced in run-off and insurer insolvency. Mr. Pearson has lectured on insurance and reinsurance in the United States, England and Bermuda and his articles have frequently appeared in leading international insurance publications. He has authored chapters on "Regulation of Market Conduct of Property Casualty Insurers" in New York Insurance Law (Matthew Bender & Co., Inc.) and "Insurance Regulation" in Insurance Law Practice (New York State Bar Association). Mr. Pearson holds the "AV" attorney rating from Martindale-Hubbell, signifying achievement at the highest level for legal ability and ethical standards. He is listed in the current edition of the Legal Media Group Guide to the World s Leading Insurance and Reinsurance Lawyers. He is also featured in the current edition of The International Who's Who of Insurance and Reinsurance Lawyers, and has been named as one of the "New York Area's Best Lawyers" by New York Magazine. Additionally, the current edition of Chambers & Partners Guides to the World's Leading Lawyers (USA) ranks Mr. Pearson as a 'Leading Individual' in their Insurance: Transactional and Regulatory category. Mr. Pearson is a Trustee of the Insurance Federation of New York and a member of the New York Insurance Exchange Working Group. He has served on the Insurance Law Committee of the Association of the Bar of the City of New York, the Torts and Insurance Practice Section of the America Bar Association and as legal counsel to the Business Council for the United Nations.

2 Neil R. ("Nick") Pearson Notable Experience Provided advice to domestic and non-u.s. insurers on all aspects of U.S. insurance and reinsurance regulation and jurisdiction, including market conduct and insurance holding company matters. Conducted reinsurance arbitrations on behalf of ceding and assuming companies arising out of disputes over material misrepresentation, ex gratia payments, declaratory judgment expenses, follow-the-fortunes and other causes. Represented clients in purchase or sale of active and shell insurance companies including due diligence, drafting of purchase agreements and related documentation and conduct of change-of-control hearings before insurance departments. Represented clients in run-off and commutations. Advised and represented clients in MGA transactions. Assisted clients in the formation of insurers and captive insurers and led multi-state and national licensing programs. Provided advice to non-insurers on activities that could constitute the transaction of insurance. Represented creditors in insurer insolvency proceedings and on creditor committees. Experienced in legislative drafting and registered lobbyist. Recent Speaking Engagements and Publications ARIAS U.S Spring Conference: Impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on Insurance Regulation and State Enactment of Relaxed Collateral Requirements for Unauthorized Reinsurers. "The US Dodd-Frank Act: How it is Going to Affect You," speaker, LLoyd's Market Association Master Class, London, January "De-Risking the Book," Edwards Angell Palmer & Dodge Insurance and Reinsurance Review, September "The Dodd-Frank Act: The U.S. Government Turns its Attention to Insurance Regulation," co-author, Bloomberg Law Reports, August 19, 2010.

3 Neil R. ("Nick") Pearson "Medicare Secondary Payer Reporting: Extraterritorial Applicability of Requirements to Foreign Insurers," co-author, Federation of Regulatory Counsel Journal, Summer "Shedding Liabilities", author, informa insurance, in association with Edwards Angell Palmer & Dodge, The Review: The US Re/Insurance Recession Survival Guide "The Moves Toward US Credit Default Swap Regulation," Derivatives Week, October 20, "The New York Insurance Department Will No Longer Approve D&O Policies Lacking "Duty-to-Defend" Coverage Feature," co-author, Edwards Angell Palmer & Dodge Client Advisory, December "Alternatives to US Receivership Laws," co-author, Run-Off & Restructuring, Issue 26, Autumn Exploring the US Exit Strategies Landscape," speaker, C5's 9th Annual Current Trends and Opportunities in Insurance Exit Strategies, London, June "Effects of Emerging Regulations on Run-Off Operations," American Conference Institute, Reinsurance Regulation, New York City, June "Impact of Commutation on a Runoff Company," speaker, AIRROC/Cavell Communications & Networking Event, East Rutherford, New Jersey, October "Commuting Your Reinsurance Exposure," speaker, American Conference Institute's Reinsurance Claims and Arbitration, Philadelphia, Pennsylvania, September "A New Deal for Cedents," co-author, Run Off Business, No. 20, Spring 2007; Edwards Angell Palmer & Dodge Insurance and Reinsurance Update, June 2007; and International Law Office's Insurance & Reinsurance - USA, July 24, "Who will Regulate Insurance Collateral: State v. Federal Government," panelist, American Conference Institute s Forum on Reinsurance Collateral Adapting Insurance and Reinsurance Best Practices to New Regulatory Realities, New York, April "Short Term Export Credit Insurance: Trends in the United States and Comparisons with Other Products," lecturer, 17th Annual Global Convention Insuring Export Credit Political Risk, London, February, 2007.

4 Neil R. ("Nick") Pearson "The Captive Evolution," co-author, Risk Factor, January 16, "Why Reinsurance Arbitration?" co-chair, Current Developments in Reinsurance Law, co-sponsored by the Insurance Federation of New York (IFNY) and the New York City Bar, New York, September, "A Scheme with a Twist," co-author, Run Off Business, Issue #16, Spring 2006 and Edwards Angell Palmer & Dodge Insurance and Reinsurance Update, June Fifth International Guide to Reinsurance Claims and Collections, conference cochair, New York, June, Regulatory Update, Recent Trends and Developments in Runoff, panelist, ACI's 6th International Advanced Forum on Run-Off and Commutations, New York, April, "Stalemate on Solvent Run-Off," author, Run Off Business, Issue 17, Summer Selected Prior Speaking Engagements and Publications "Regulation of Market Conduct of Property and Casualty Insurers," coauthor, New York Insurance Law, (Matthew Bender), latest rev Insurance Regulation, co-author, Insurance Law Practice, Second Edition, New York State Bar Association, "The BAIC Decision," author, JTW News, Issue 98, September The 5th International Advanced Forum on Run-Off & Commutations; Achieving and Managing Finality, moderator, September REACT 2005 Risk Reward Reinsurance, the Reinsurance Industry Event, conference co-chair & panelist, June Are You SMART? Federal Regulatory Initiatives, lecturer, Insurance and Reinsurance Industry Law 2005, Edwards & Angell CLE Accredited Seminar, June Broker Compensation in the Age of Spitzer, lecturer, Professional Insurance Wholesalers Association (PIWA) Midyear Conference & Excess Line Association of New York (ELANY) Annual Meeting, May Six Months Later Where Are We Now, moderator & panelist, Mealey s 12th Annual Insurance Insolvency & Reinsurance Roundtable, April 2005.

5 Neil R. ("Nick") Pearson Ethics in the Insurance Industry, lecturer, Society of Insurance Licensing Administrators, (SILA) National Education Conference, March A Profound Change," author, Best's Review, February Federal Regulation of Insurance, author, Best s Review, January "Will the US Embrace Schemes?" author, Run Off Business, Issue 11, Winter The SMART Act; An Overview, lecturer, AIG Seminar, Solvent Schemes of Arrangement in the U.S., author, Runoff Magazine, December "Capital Gains," author, IQ, Autumn Federal Proposal for Reform of U.S. Insurance Regulation, author, Insurance Insider Quarterly, December The State of US Regulation, co-author, Reinsurance, June/July Old Cat, New Tricks, co-author, Best s Review, June No Relief from Securitization, co-author, ISQ Insurance Securitization Quarterly Vol. 1/1, Can t Pay, Won t Pay, the Association of Runoff Companies Annual Congress, lecturer, London, Navigating the U.S. Reinsurance Rapids," author, Risk Transfer, Insolvent Liabilities Anyone s Guess, author, Run Off Business, Issue 6, Autumn Commercial Lines Deregulation, co-author, Insurance Day, June-July "Why Reinsurance Arbitration?" author, The ARIAS U.S. Quarterly, Third Quarter Commercial Lines Deregulation, author, Edwards & Angell Insurance and Reinsurance Update, Fall "Final Dividend Liquidation Plans: Whither Reinsurers?" author, Edwards & Angell Insurance & Reinsurance Update, Fall "Relationships of Mutual Trust are Fraying in Reinsurance Market," author, Best Week, 1995.

6 Neil R. ("Nick") Pearson "Environmental Claims Present Problems," author, Rough Notes, "Insurance Counsel: Beware State s Activist Approach," author, The New York Law Journal, "Self-Insurance: The Big Economic Picture," author, National Underwriter, Insurance Run-Off Conference, Executive Enterprise Institute, conference cochair. "Regulatory Credit for Reinsurance and Preanswer Security," lecturer, American Conference Institute. "A Private Right of Action Under New York s Unfair Claims Practices Act," lecturer, American International Group Legal Staff Conference. "Fronting - Is It a Dirty Word?" lecturer, Bermuda Insurance Symposium. "The Role of the Non-Admitted Market," lecturer, Insurance Regulation Conference, Executive Enterprise Institute. "The Regulation of Alien Insurers and Reinsurers," lecturer, Tort and Insurance Practice Section Conference, American Bar Association. "Surplus Lines Legal Developments," lecturer, National Association of Professional Surplus Lines Offices Annual Conference. "The Model Insurance Holding Companies Act," lecturer, Private Briefing for Insurance Industry Analysts. "Actions Against Insurance Company Directors, Officers and Shareholders by State Insurance Commissioners," lecturer, Insurance and Reinsurance Disputes in the Property and Casualty Insurance Industry Conference, Executive Enterprise Institute. "Let the Buyer Beware," lecturer, Crittenden Alternative Insurance Markets Conference. "Global Harmonization of Insurance Regulation," lecturer, A.M. Best s 10th Annual Insurance Information Conference. "Why Reinsurance Arbitration?" lecturer, Bermuda 12th International Reinsurance Congress. "Final Dividend Liquidation Plans," lecturer, Mealey s Insurance Insolvency and Reinsurance Roundtable.

7 Neil R. ("Nick") Pearson "Commercial Lines Deregulation," lecturer, Association of Insurance Compliance Professionals. "Reinsurance in the Excess and Surplus Lines Market Place," lecturer, American Bar Association of America/Excess Lines Association of NY. "Captive Insurance Companies," lecturer, Association of Professional Insurance Women. "Effect of Commercial Deregulation on Rate and Form Filing," lecturer, Association of Insurance Compliance Professionals. "Alternative Risk Transfer," lecturer, Association of Professional Insurance Women. "Insurance Law: Understanding the ABC's," lecturer, Practicing Law Institute.

8 Geoffrey Etherington Edwards Angell Palmer & Dodge LLP Partner New York Areas of Practice Insurance & Reinsurance Debt Finance & Capital Markets Business Law Mergers & Acquisitions Private Equity Regulatory & Transactional Services South Asia Industries Banking & Financial Institutions Healthcare Education University of Chicago Law School, J.D. Harvard University, A.B. Bar Admissions Connecticut Massachusetts Memberships American Bar Association Connecticut Bar Association Massachusetts Bar Association New York State Bar Association Rhode Island Bar Association Jeff joined the firm in 1982 and has merger and acquisition experience across a broad range of industries. In recent years, he has focused on transactions involving insurance companies, hedge funds, life settlements, captive insurance programs, banks and securities firms, including debt and private equity investments in financial services providers and insurance companies. Since one of Jeff's strengths is his ability to manage complicated multi-party transactions, he often assists clients outside of the financial services industry to complete difficult and time-sensitive deals. Jeff has been active in industry advisory committees to the National Association of Insurance Commissioners. From 1988 to 1992, Jeff was chief executive officer of several manufacturing concerns in Connecticut and dealt on a daily basis with issues that all business people face. Jeff brings a unique perspective to counseling his clients informed by this management experience. He understands what it means to develop budgets, deal with service providers, like lawyers and accountants, and manage cash flow. Notable Experience Jeff and other members of the firm's Mergers and Acquisitions practice represented a multi-national insurance firm in over $2 billion of insurance company acquisitions in the United States in Jeff led a team from our Insurance and Reinsurance and Securities practices in the acquisition by Maiden Holdings, Ltd. of the GMAC Re business from GMAC in October 2008 and Maiden's subsequent $260 million trust preferred offering in January He represented AmTrust Financial Services in its 2008 acquisition of commercial business lines from Unitrin, Inc. and 2007 acquisition of Associated Industries Insurance Company and continues to represent it in other acquisitions and reinsurance matters.

9 Geoffrey Etherington Jeff managed a team of attorneys from the firm's Mergers and Acquisitions, Securities and Finance practices in connection with the merger of Model Reorg. Inc. into Perfumania Holdings, a public company, and the refinancing of three associated debt facilities in August Jeff coordinated the acquisition by Allied World Assurance Company of Finial Insurance Company an affiliate of National Indemnity Company. He managed a multi-disciplinary team of attorneys in connection with the investment by a U.S.-based hedge fund in a Bermuda-based insurance holding company. Jeff led a team of bankruptcy and tax attorneys in a cross-border insurance premium finance receivables securitization. He represents lenders and borrowers in syndicated facilities, including letter of credit facilities for reinsurers. Jeff has served as outside counsel to a hedge fund that makes debt and equity investments in life settlements and the insurance industry. Jeff led a multi-lawyer team that represented lenders to an off-shore special purpose vehicle formed to acquire life settlements. Jeff coordinated a complex leveraged buyout by Great Hill Equity Partners of Vigo Remittance Corp., a major international money transmitter, and the sale of Vigo to First Data Corp. and continues to represent licensed money transmitters. Jeff guided the unsolicited tender offer by Kingsway Financial Services for American Country Holdings. Jeff and other members of the Insurance and Reinsurance Department have represented purchasers of renewal rights from managing general agents. During the liquidation of the Reliance Insurance Company, he advised QBE Insurance Corporation on their acquisition of Reliance's Latin America affiliates. Jeff represents an auto industry company in its dealer captive insurance program. Jeff acts as lead outside counsel for an electrical components manufacturer in China, providing general corporate advice and assistance in negotiation of joint ventures with multi-national corporations to source products in the People's Republic of China.

10 Geoffrey Etherington Recent Speaking Engagements and Publications "New Hampshire and Wisconsin Enact Life Settlement Law: California Issues Regulations," Edwards Angell Palmer & Dodge Insurance and Reinsurance Review, September Edwards Angell Palmer & Dodge LLP Half-day Insurance & Reinsurance Seminars, speaker, Boston: June 7, 2010, New York: June 8, 2010 and Bermuda: June 10, "Financial Services Regulatory Reform's Impact on the Insurance Industry: Food for Thought," Edwards Angell Palmer & Dodge Insurance and Reinsurance Review, March "Securing Reinsurance Obligations", co-author, informa insurance, in association with Edwards Angell Palmer & Dodge, The Review: The US Re/Insurance Recession Survival Guide Edwards Angell Palmer & Dodge Half-day Insurance & Reinsurance Seminars, speaker, Bermuda: June 22, 2009, New York: June 24, 2009 and Boston: June 26, "To Secure or not to Secure When You Reinsure," co-author, Edwards Angell Palmer & Dodge Insurance and Reinsurance Review, June "The FCPA and International Anti-Corruption for the Insurance Industry," Co-presenter, a webinar presented by Edwards Angell Palmer & Dodge, 20 April Third-Party Closing Opinions, speaker, webinar presented by Edwards Angell Palmer & Dodge LLP, March 25, "The Long Arm of OFAC," speaker, Edwards Angell Palmer & Dodge LLP London Seminar, London, November 26, Presenter, "Doing Business Internationally: Avoiding Sanctions," Association of Bermuda Insurers and Reinsurers, Bermuda, November 17, "Changing from GAAP to IFRS," presenter, Law and Regulation Committee, American Insurance Association, Washington, DC, October 22, "Life settlements: model competition between NCOIL and NAIC," coauthor, Edwards Angell Palmer & Dodge Insurance and Reinsurance Review, June 2008.

11 Geoffrey Etherington "Regulators, Risk Managers and Good Corporate Governance: Is Your Board of Directors Up to the Job?" speaker, Casualty Actuarial Society, Spring Meeting, Quebec City, Quebec, June "Takaful: the growing Islamic insurance market," co-author, Edwards Angell Palmer & Dodge LLP Insurance and Reinsurance Review, March "Expansion," speaker, 21st International Insurance & Reinsurance Congress 2007, Hamilton, Bermuda, October 3-5, "Open Door", Best s Review, April 2007 Jeff was quoted extensively in this article on U.K. regulation of insurance-linked securities. "Amendments Proposed to NAIC Life Settlement Model Law," Edwards Angell Palmer & Dodge Insurance & Reinsurance Update, March "Life Settlements Investing Wisely," Risk/Factor, March "Insurance Brokerage: Analysis and Opportunities," speaker, sponsored by SNL Center for Financial Educations, New York, New York, February "Venture Capital and Hedge Fund Investments in the Insurance Industry," co-author, Edwards Angell Palmer & Dodge Insurance and Reinsurance Update, December "Recent Developments in Life Settlement Regulation," co-author, Edwards Angell Palmer & Dodge Insurance and Reinsurance Update, September "Use of Captives and Sidecars," presenter, Insurance and Reinsurance Legal Trends, June 20, "Accounting for and Disclosing Risk in Your Financials," panel member, Second International Conference on Finite Risk Reinsurance, Hamilton, Bermuda, March 29 30, "Finite & Alternative Products Is There a Future?" panel member, 2006 American Bankers Association Insurance Risk Management Annual Conference, Indian Wells, California, January 29 February 1, "Developing U.S. Disclosure of Finite Risk Insurance," Edwards Angell Palmer & Dodge Insurance and Reinsurance Update, December "Documenting and Supporting Risk Transfer in Your Financials," panel member, Preparing for the Future of Finite (Re)Insurance sponsored by American Conference Institute, September 27, 2005.

12 Geoffrey Etherington "INVESTMENT IMPLICATIONS FOR CORPORATE COUNSEL, The Legal Perspective on Managing Investment Portfolio and Counterparty Risk," presenter, Insurance and Reinsurance Update: The Cutting Edge, June 17, Jeff is often interviewed and quoted in industry publications, including Global Reinsurance and Insurance Finance and Investment. "Developing US Disclosure of Finite Risk Reinsurance, Insurance Day, November 11, "M&A in Regulated Industries: Practice Pointers," Mergers & Acquisitions Litigation Reporter, "Risk Securitisation: Post 9/11 and Enron," Risk Transfer, November "The Tail That Wags the Dog: Developments in Finite Reinsurance," Risk Transfer, September "Regulation of Derivatives in a Post-Enron World," Enron Litigation Reporter, September "Bank/Insurer Consolidation Faces Barriers to Success," Business Insurance, March In addition, Jeff is a regular contributor to the firm's Insurance & Reinsurance Update. Besides Edwards Angell Palmer & Dodge Jeff and his wife live in Manhattan but escape on weekends to a lake house in the Hudson Highlands north of NYC. They are active members of the Film Society of Lincoln Center. Jeff enjoys snowboarding and golf, which he plays poorly.

13 Edward Eynon Edwards Angell Palmer & Dodge LLP Partner Washington, DC Areas of Practice Public Policy & Government Relations Industries Healthcare Retail Industry & Consumer Products Education Pace University, LL.M., Environmental Law Pace University, J.D. Denison University, B.A. Bar Admissions District of Columbia New York Teddy works in the Washington office and practices in the areas of public policy and government relations. Notable Experience Teddy Eynon advocates his clients needs to those who can address them in Washington, D.C. He utilizes his expertise in healthcare, financial services, appropriations, energy and environmental matters and defense and homeland security policy to serve the needs of a diverse body of clients. Teddy advises and represents companies and organizations from a wide variety of industries. Those client interests cover the full spectrum of public policy, but he focuses on the areas of healthcare, appropriations, defense and homeland security, energy and financial services. Drawing on an extensive background in politics and public policy, Teddy helps his clients design and execute an effective government relations strategy and advocates on his clients behalf before all levels of the federal government. In fact, this background allows him to serve clients by: Monitoring and analyzing the state and federal legislative and regulatory process to ensure that all client interests are represented and to prevent surprise from adverse government action. Design strategies to promote, defeat, or otherwise provide input on the enactment of legislation in Congress and state legislatures and the promulgation of regulations in federal and state agencies. Identify and arrange meetings, according to each client s objectives, with key legislators and policymakers. Serve as counsel to clients advocating positions to legislators and executive agencies. Draft proposed legislation, memoranda, educational materials and regulations.

14 Edward Eynon Coordinate various activities with our firm s litigation, lobbying, and public affairs activities to create powerful results. Navigate the federal appropriations process to match the client s objectives with federal policies and objectives. Work with each client at the grassroots and federal levels to ensure each priority is met. Such action often involves the organization of coalitions of businesses, industries, trade associations, and private citizens to support or oppose legislation or regulations. Teddy has also served in other positions that include: Shareholder, Public Policy Group, Polsinelli Shughart Vice President and Director, Taxes, Trade, Healthcare and Financial Services Practice Group, DCI Associates Deputy Chief of Staff, Rep. John Shadegg (R-AZ) Associate Independent Counsel, Office of Independent Counsel Barrett Investigative Counsel, House Government Reform Committee, and Rep. Elton Gallegly, (R-CA) Recent Speaking Engagements and Publications Teddy is the co-author of the firm s Healthcare Update, a series of alerts regarding the ongoing healthcare reform debate in Washington, D.C. These Healthcare Updates can be found on the firm s newsstand or by clicking here. "The Outlook for Hospitals," panelist, HCap 2009 Healthcare & Capital Conference, Washington, D.C., November 16-18, Before Edwards Angell Palmer & Dodge Prior to joining the firm, Mr. Eynon was a partner with Polsinelli Shughart, PC where he handled appropriations, healthcare, energy and defense issues for a variety of clients. Prior to Polsinelli, Teddy served nearly four years as a Vice President and Director of the Taxes, Trade, Healthcare & Financial Services Practice Group for the lobbying firm DCI Associates. At DCI, he was also the team lead for numerous appropriations clients including two large western universities and hospitals and co-lead for a city and county. Prior to DCI, Teddy served as the Deputy Chief of Staff to Arizona Congressman John Shadegg. His responsibilities included overseeing a legislative staff of ten, while working with the Chief of Staff to manage and coordinate the Congressman s House Energy and Commerce and Financial

15 Edward Eynon Services Committees assignments. Teddy has also worked as an Associate Independent Counsel for the Office of Independent Counsel Barrett. From , he served as an Investigative Counsel to the House Government Reform Committee and worked for Congressman Elton Gallegly (R-CA). Teddy received a B.A. in History and Political Science from Denison University, and a J.D. and LLM in Environmental Law from Pace University School of Law. He is a member of the Bar in the State of New York and the District of Columbia. Besides Edwards Angell Palmer & Dodge Teddy continues to be involved in various capacities at the state and federal level. He currently provides strategic advice to state and federal candidates and plays an active role in helping candidates identify potential staff and major issues. Teddy serves on the Greater Washington Area Board for ChildHelp, an organization dedicate to providing a safe environment for battered and abused children. In addition, he and his wife started "Mamie's Mile," a charity named after their late daughter Mame Grace that raises money for the Children's Intensive Care Unit at Children's National Medical Center in Washington, DC.