Insurance Law
Insurance Industry Specialists
Penwell Law brings decades of insurance industry experience to the table. For more than 40 years, founding partner, Scott Penwell, has served as corporate counsel to numerous insurance carriers, agencies, networks, aggregators, captives and other alternative market vehicles. Having personally founded two insurance companies, Scott understands the industry from both a business and a legal perspective.
If you are new to the insurance space, below are a few important distinctions:
Insurance Agencies
An insurance agency sells policies to businesses and individuals. Captive agencies work for one carrier, while independent agents provide customers with insurance products from more than one carrier.
Insurance Networks or Clusters
A group of insurance agencies that combine their resources to negotiate with carriers for better rates and terms as well as provide products, training and marketing support to their agency members.
Insurance Carriers
Insurance carriers are the companies that provide insurance policies and set their terms. Carriers are responsible for insuring policyholders’ risks and paying claims when necessary.
Insurance Companies
Penwell Law LLC represents insurance companies generally in corporate, regulatory and merger and acquisition matters.
On the corporate side, we deal on a daily basis with the corporate statutes of a number of states including Pennsylvania and Delaware, and we are familiar with those states’ corporate and insurance laws. We advise clients on corporate governance matters and the relationships between shareholders, members, policyholders, directors and officers. We are familiar with, prepare and file annually forms B, C, F and CGAD statements with various state insurance departments. We also review quarterly filings with state insurance departments, the NAIC, the SEC, NASDAQ and OTC.
On the regulatory side, we routinely interface with state insurance departments on mutual to stock conversions, dividend approvals, intercompany contracts and merger and acquisition issues.
With respect to merger and acquisition work, we consult with and advise our clients in regard to structuring the deal and getting it approved by the respective corporate governing body and preparing the Form A and actively shepherding it through to approval by the respective state insurance department.
De Novo Insurance Companies
The firm has particular expertise in the arena of “de novo” or start up insurance companies.
Scott Penwell has been involved as an organizer, promoter and legal advisor to two successful monoline insurance companies.
Eastern Alliance Insurance Company
In 1987, Scott and four other individuals formed and capitalized a Cayman Islands reinsurance company to provide professional liability insurance to architects and engineers who were designing asbestos abatement projects. The opportunity was presented by the dearth of insurance carriers willing to underwrite the risk. After a few years, the company began to reinsure another specialty line, underground storage tanks, again because of the opportunity presented by the lack of carriers willing to write the coverage. After about 10 years of writing asbestos abatement and underground storage tank insurance, the company moved onshore and began to write traditional workers compensation insurance. The original Cayman Islands company was converted into a segregated portfolio company in the Cayman Islands and became a workers compensation rent-a-captive facility with over 30 individual group workers compensation captive programs. As premium grew, the onshore company raised additional capital from private equity and through a merger conversion with a mutual insurance company completed a public offering in 2006. The company continued to grow until it was purchased in 2014 by ProAssurance, a national writer of medical malpractice insurance. The Company grew from a startup to over $200 million of workers compensation premium when it was sold in 2014 and had achieved an A- rating from A.M. Best’s. The Company continues to thrive today. Scott was involved as an organizer, investor, director, officer and legal counsel to Eastern for the entire life of the company (30 years) and participated in every phase of its formation, growth, capital raising, regulatory filings, governance and ultimate sale.
Great Falls Insurance Company
In 2010, Scott did it all over again when the owner of the largest PEO company in Maine approached him about starting a de novo monoline workers compensation insurance company in Maine. Scott again became involved as an organizer, investor, director, officer and legal counsel to Great Falls Insurance Company. Scott and his partner, formed the company, got it licensed by the State of Maine, procured private capital from a Bermuda-based reinsurance company and grew premium to $15 million when it sold the company to Eastern Alliance Insurance Company in 2018.
Scott’s experience with Eastern Alliance Insurance Company and Great Falls Insurance Company gives him a unique insight into the formation, growth and ultimate sale of insurance companies.
The Alternative Insurance Market
Penwell Law has extensive experience in the alternative insurance market. The insurance market is cyclical. When markets harden and coverages become more expensive or harder to access, the alternative market comes alive in the form of self- insurance, risk retention groups, risk purchasing groups and captives and rent-a-captives. Penwell Law has experience with all forms of alternative market vehicles and has formed and represented captive and rent-a-captive programs in many onshore and off-shore domiciles for 40 years.
Insurance Agency Networks
Many insurance agencies today find themselves in need of greater access to insurance carrier markets, services they can provide to customers and higher commission structures. Consequently, they become members of the over 100 agency networks that exist in the United States today. We have represented both agencies who are looking to join networks and the networks themselves with respect to formation, governance, agency contracts and carrier contracts. One of our largest and longest-term clients is Keystone Insurers Group, Inc., the third largest agency network in the United States and the largest franchisor of insurance agencies in the United States, representing an aggregate of approximately $5 billion in premium and 330 franchisees. We have represented Keystone for 30 years.
Insurance Agency Aggregators
Private equity discovered the insurance agency market about 15 years ago and have poured literally billions of dollars into acquiring and amassing groups of agencies. Penwell Law LLC was instrumental in the formation of Keystone Agency Partners LLC in 2019 and continues to represent the aggregator today. The primary partners in Keystone Agency Partners LLC are Keystone Insurers Group, Inc. and Bain Capital. In three short years, Keystone Agency Partners LLC has grown into the 46th largest aggregator in the United States. Penwell Law has represented Keystone Agency Partners generally and in over 70 acquisitions valued at over $300 million. Scott Penwell also plays a key role in the management of Keystone Agency Partners, serving on the board of directors, compensation and transaction committees of Keystone Agency Partners.
Mutual to Stock Conversions
Mutual insurance companies many times find that they need to raise capital to support their ever-growing premium base. Unfortunately, because of their structure, they don’t have any equity to sell, so they are limited to issuing surplus notes, incurring debt or acquiring another mutual insurance company. Penwell Law has represented a number of mutual insurance companies and medical malpractice reciprocal insurers in converting to stock insurance companies under their respective state’s conversion statutes. We advise our clients on structuring, governance, capital raising and insurance regulatory issues related to the conversion process.
Below are some examples of the services we provide:
- Insurance Company Formation, Licensing and Regulation
- Insurance Agency Formation, Licensing and Regulation
- Merger and Acquisition Structuring and Documentation
- Merger and Acquisition-related due diligence
- Producer Agreements
- Employment Agreements
- Insurance Agency Succession Planning
- Service & Support Staff Agreements (employee and independent contractor)
- Carrier Contract Review
- Network Contract Review
- Exit Agreements from Networks
- Mutual to Stock conversions
- Captive and special purpose vehicle formation (on-shore and off-shore)
- Third-party administrator issues
- Private placement offerings of insurance-specific securitie
- Captive Insurance Companies and Other Alternative Market Vehicles
Contact Us Today!
Whatever your business succession planning needs may be, Penwell Law is here to help. You can reach out to our team at [email protected] with questions or to set up a free initial consultation, or you can book your free initial appointment with us here:
