Law.asia’s Post

Multiple firms drive Japanese insurer’s biggest overseas buy https://lnkd.in/gwGSDBe7    Nippon Life Insurance Company/日本生命保険相互会社 is set to end 2024 with a planned all-cash acquisition of Bermuda-based US counterpart Resolution Life Group Holdings for USD8.2 billion, making it the largest overseas buyout made by a Japanese insurer to date.    Mayer Brown’s David Alberts is co-leading his firm’s team advising Nippon Life on the buyout as US and UK counsel. He is jointly heading the Mayer Brown transaction team with Joe Castelluccio and Camila Panama in advising Nippon Life on US and UK regulatory matters.    To complete the buyout, Nippon Life had also been seeking legal advice from Nishimura & Asahi, Ashurst and ASW Law, a 10 December Blackstone press release showed. The Nishimura & Asahi team, which is co-leading the overall deal with Mayer Brown, is being led by Tatsuya Tanigawa and Tatsuya Nakayama, while Ashurst’s Natsuko Ogawa and Con Tzerefos are heading its team.    Debevoise & Plimpton told Asia Business Law Journal that the firm was lead deal counsel for Resolution Life, supported on local issues by Herbert Smith Freehills in Australia, Linklaters in Japan, Conyers in Bermuda and Chapman Tripp in New Zealand. David Grosgold and Brita Siepker are leading the Debevoise & Plimpton team.     Matthew FitzGerald is leading the Herbert Smith Freehills team.     Kirkland & Ellis is also involved as one of the legal advisers to Resolution Life, with the US firm’s team consisting of Alex Brodkin, Richard Watkins, Aleksander B. and Anna Maria Alexandrou.    Check out Asia Business Law Journal for more legal analysis.    👉Join our membership: https://lnkd.in/ed_d3FHt    #ablj #japan #buyout #investment #insurance #disputeresolution #capitalmarkets #inhousecounsel #business #legalprofession #lawfirms #lawyers #legal #law #lawdotasia

Singapore Court of Appeal recognises Bermuda #liquidation as foreign main proceedings. Here are some quick takeaways: 1. Winding up of a not-insolvent foreign company under "just and equitable" grounds still qualifies as being conducted "under a law relating to insolvency and adjustment of debt" 2. A Bermudan liquidator in a solvent liquidation has the same powers as a liquidator in an insolvent liquidation, and thus is a "collective process" for the benefit of the creditors 3. Even though the "brain" of a Bermudan-registered business may be based in Singapore via the guise of an individual by the name of Mr Li, the COMI analysis does not necessarily follow in that manner. The starting point is that a company's registered office is presumed to be its COMI, unless there was evidence to the contrary. In this case, where the company is licensed to operate in and from (i.e. Bermuda) is key. It was obliged to maintain a principal office in Bermuda, maintain a registered office in Bermuda, file statutory financial returns in Bermuda, and keep statutory books and records in Bermuda. 4. If the company was illegitimately carrying on business activities elsewhere in the world, in breach of Bermudan laws, then the Court should "exclud[e] from the COMI analysis activities that did not comply with the Company's licence", as that would meet third parties' "reasonable expectation that ... the Company would conduct its business activities according to the terms of its license and the applicable laws" CHP Law LLC #withyou #insolvency #restructuring

I had the privilege of moderating a CLE program on Advanced Issues in Transactional Insurance this morning at the ABA Business Law Section Fall Meeting with the amazing Elliot Kowalski (AIG ), Scarlet McNellie (Norton Rose Fulbright) and Matthew Wiener (Aon). It was a great program with a lively, timely and in-depth discussion on negotiating #RWI policies. The CLE program will be available for replay on the ABA’s website. #RWI #mna #mergersandacquisitions #buslaw #hottopics #insurance #ABA

W&I policies have been sold for decades but case law about them is remarkably scarce. Cecilia Buresti and I are keeping a close eye on foreign jurisprudence, to consider to what extent its position could be passported in the Italian system. Our publication provides an overview of the recent leading English W&I case and compares it to a decision on a similar subject matter in a case we handled before an arbitration tribunal handed down a few years ago in Italy. Read the full article on our website. #W&I #TransactionalRisk #M&Arisk #Insurance #Claim #Litigation #NRF https://lnkd.in/dh5urF5w

🎉 Congratulations to our insurance team in Thailand, including Ian Johnston and Sorawat Wongkaweepairot, for winning Asia Business Law Journal's 2024 Thailand Law Firm Awards for Insurance & Reinsurance. View the full overview here 👉 https://lnkd.in/gw75xqUE #insurance #reinsurance #awards #recognition #thailand #legal #law

Kirkland & Ellis and Herbert Smith Freehills also among nine law firm's called in for the largest takeover by a Japanese insurer.

See this interesting comparative guide for Switzerland concerning legal hot topics in the insurance and reinsurance industry authored by my colleagues Kevin M. Hubacher (胡凯文) and Thomas Nabholz #insurancelaw #reinsurance #insurtech

We are pleased to share that Partner Simon Goh, Head of Insurance & Reinsurance, has been recognised in this year’s Who's Who Legal: Insurance & Reinsurance Guide. Released annually, the guide identifies the leading insurance and reinsurance practitioners that offer expert advice and contentious services on a broad range of issues, including transactional and regulatory matters, liability and coverage disputes. Find out more about our Insurance & Reinsurance practice: https://lnkd.in/g79gxrN Simon Goh: https://lnkd.in/g6y7hFp #WhosWhoLegal #WWL #legal #lawyer #law #legalrankings #accolades #Singapore #RTAccoaldes #RajahTannAsia #LawyersWhoKnowAsia #RTA #LWKA

𝐖𝐡𝐞𝐭𝐡𝐞𝐫 𝐚𝐧 𝐀𝐫𝐛𝐢𝐭𝐫𝐚𝐭𝐢𝐨𝐧 𝐂𝐥𝐚𝐮𝐬𝐞 𝐫𝐞𝐭𝐚𝐢𝐧𝐬 𝐢𝐭𝐬 𝐯𝐚𝐥𝐢𝐝𝐢𝐭𝐲 𝐨𝐧 𝐭𝐡𝐞 𝐛𝐚𝐬𝐢𝐬 𝐨𝐟 𝐒𝐞𝐩𝐚𝐫𝐚𝐛𝐢𝐥𝐢𝐭𝐲 𝐩𝐫𝐢𝐧𝐜𝐢𝐩𝐥𝐞 𝐝𝐞𝐬𝐩𝐢𝐭𝐞 𝐭𝐡𝐞 𝐢𝐥𝐥𝐞𝐠𝐚𝐥𝐢𝐭𝐲 𝐨𝐟 𝐭𝐡𝐞 𝐏𝐫𝐢𝐧𝐜𝐢𝐩𝐚𝐥 𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭. Harbour Assurance v. Kansa General International Assurance 𝐅𝐚𝐜𝐭𝐬: Under a reinsurance contract, Harbour (plaintiff) brought an action against Kansa (defendant) claiming a declaration that certain insurance and reinsurances between them were void since the defendant misrepresented and was unregistered to carry insurance business. The defendant applied for stay of proceedings and referring the dispute to arbitration. The lower court dismissed stay application on the basis that the separability principle cannot enable the arbitrator to decide whether the contract was void ab initio for illegality. Hence, the defendant appealed. The plaintiff argued inter alia that (1) since the contract was void ab initio and the arbitration clause formed part of it therefore arbitration clause was also void; (2) disputes as to the initial illegality of the contract directly impeached the arbitration clause; and (3) arbitration clause was not wide enough and lacked special words. 𝐃𝐞𝐜𝐢𝐬𝐢𝐨𝐧 & 𝐀𝐧𝐚𝐥𝐲𝐬𝐢𝐬: The Court of Appeal held that the principle of separability of an arbitration clause contained in a written contract could give jurisdiction to an arbitrator under that clause to determine a dispute over the initial validity, provided that the arbitration clause itself was not directly impeached. In every case, the logical question is not whether the issue goes to the validity of the contract but whether it goes to the validity of the arbitration clause. The court further held that “where the contract is alleged to have been invalidated by statute, the essential question must be whether the statute was intended to strike down the submission to arbitration.” The arbitration clause does not need special words as it is a self-contained contract collateral to the principal contract. There are powerful commercial reasons for upholding arbitration clauses, first, the desirability of giving effect to the right of parties to choose a tribunal, and second, practical advantages of a one-stop adjudication. At last, it was held that the question of the initial legality of the contract falls within the jurisdiction of the arbitrator. 𝐂𝐫𝐞𝐝𝐢𝐭𝐬: Deeksha Venkatesan 𝐋𝐢𝐧𝐤 𝐭𝐨 𝐭𝐡𝐞 𝐉𝐮𝐝𝐠𝐦𝐞𝐧𝐭: https://lnkd.in/giW3zkVF 𝑪𝒂𝒔𝒆 𝑫𝒆𝒕𝒂𝒊𝒍𝒔 𝐂𝐢𝐭𝐚𝐭𝐢𝐨𝐧𝐬: [1993] 3 All ER 897 𝐃𝐚𝐭𝐞 𝐨𝐟 𝐭𝐡𝐞 𝐉𝐮𝐝𝐠𝐦𝐞𝐧𝐭: 28th January 1993 𝐂𝐨𝐮𝐫𝐭: English & Wales Court of Appeal 𝐂𝐨𝐫𝐚𝐦: Ralph Gibson, Leggatt and Hoffmann JJ. #Arbitration #ArbitrationLaw #DoctrineOfSeparability #CourtOfAppeal #EnglandAndWales #ArbitrationAgreement #CaseBrief #LegalUpdates #LegalNews

London-based international law firm RPC has elected Hong Kong-based Asia managing partner, Antony Sassi, as its new global head, with the appointment underscoring its continued commitment to Asia, the firm has told Asia Business Law Journal. Sassi is set to succeed managing partner and insurance practice veteran James Miller on 1 May 2025 for a four-year term, and will relocate to London to serve in his new role. In August 2023, RPC restructured the management of its Asia offices with the appointment of partner Charles Allen FCIArb as Hong Kong office head, and partner Navin Joseph Lobo as Singapore office leader. In June last year, the UK firm hired M&A specialist Kiat Wee Lau to boost its corporate practice in the Lion City. In Hong Kong, RPC strengthened its commercial disputes practice by adding partner Ivan Chang to the bench in September to bolster general dispute resolution and contentious regulatory work. 👉 Sign up for the latest updates in the legal industry: https://lnkd.in/gE3VgXQx #ablj #asia #hongkong #singapore #disputeresolution #commerciallaw #insurance #finance #corporatelaw #legalnews #inhousecounsel #business #legalprofession #lawfirms #lawyers #legal #law #lawdotasia