THE INSURANCE & REINSURANCE LAW REVIEW EDITOR, PETER ROGAN

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1 THE INSURANCE & REINSURANCE LAW REVIEW EDITOR, PETER ROGAN

2 The Insurance and Reinsurance Law Review Editor Peter Rogan Law Business Research

3 The Insurance and Reinsurance Law Review Reproduced with permission from Law Business Research Ltd. This article was first published in The Insurance and Reinsurance Law Review, 1st edition (published in April 2013 editor Peter Rogan). For further information please

4 The Insurance and Reinsurance Law Review Editor Peter Rogan Law Business Research Ltd

5 The Law Reviews The Mergers and Acquisitions Review The Restructuring Review The Private Competition Enforcement Review The Dispute Resolution Review The Employment Law Review The Public Competition Enforcement Review The Banking Regulation Review The International Arbitration Review The Merger Control Review The Technology, Media and Telecommunications Review The Inward Investment and International Taxation Review The Corporate Governance Review The Corporate Immigration Review The International Investigations Review The Projects and Construction Review The International Capital Markets Review

6 The Real Estate Law Review The Private Equity Review The Energy Regulation and Markets Review The intellectual property Review The asset management review THE PRIVATE WEALTH AND PRIVATE CLIENT REVIEW The mining law review the executive remuneration review The anti-bribery and anti-corruption review The Cartels and leniency review The Tax Disputes and Litigation review The life sciences law review The Insurance and Reinsurance law review

7 Publisher Gideon Roberton business development managers Adam Sargent, Nick Barette marketing managers Katherine Jablonowska, Thomas Lee, James Spearing publishing assistant Lucy Brewer PRODUCTION COORDINATOR Lydia Gerges HEAD OF EDITORIAL PRODUCTION Adam Myers PRODUCTION editor Caroline Rawson subeditor Anna Andreoli editor-in-chief Callum Campbell managing director Richard Davey Published in the United Kingdom by Law Business Research Ltd, London 87 Lancaster Road, London, W11 1QQ, UK 2013 Law Business Research Ltd No photocopying: copyright licences do not apply. The information provided in this publication is general and may not apply in a specific situation. Legal advice should always be sought before taking any legal action based on the information provided. The publishers accept no responsibility for any acts or omissions contained herein. Although the information provided is accurate as of April 2013, be advised that this is a developing area. Enquiries concerning reproduction should be sent to Law Business Research, at the address above. Enquiries concerning editorial content should be directed to the Publisher ISBN Printed in Great Britain by Encompass Print Solutions, Derbyshire Tel:

8 acknowledgements The publisher acknowledges and thanks the following law firms for their learned assistance throughout the preparation of this book: BOPS Chalfin, Goldberg, Vainboim & Fichtner Advogados Associados Conyers Dill & Pearman Limited Crowell & Moring LLP Elvinger, Hoss & Prussen FenXun Partners Ganado Advocates gbf Attorneys-at-law Ince & Co L.C. Rodrigo Abogados Lee and Li, Attorneys-at-Law Manzano, López Saavedra & Ramírez Calvo (MLSRC) Maples and Calder Morais Leitão, Galvão Teles, Soares da Silva & Associados Sociedade de Advogados, RL Nader, Hayaux & Goebel Nishimura & Asahi Rose-Marie Lundström Advokat AB i

9 Acknowledgements Stikeman Elliott LLP Studio Legale Giorgetti Tuli & Co ii

10 contents Editor s Preface...vii Peter Rogan Chapter 1 ARGENTINA...1 Martín Manzano and Ignacio Shaw Chapter 2 BERMUDA...13 Christian Luthi and Michael Frith Chapter 3 BRAZIL...33 Ilan Goldberg and Priscila Mathias de Morais Fichtner Chapter 4 CANADA...48 Stuart S Carruthers, Peter J Cullen, Ellen M Snow and Anik Bouchard Chapter 5 CAYMAN ISLANDS...62 Tim Frawley and John Dykstra Chapter 6 CHINA...74 Jianzhao Wang Chapter 7 ENGLAND AND WALES...87 Simon Cooper and David Grantham Chapter 8 FRANCE Christian Bouckaert and Alexis Valençon Chapter 9 GERMANY Markus Eichhorst iii

11 Contents Chapter 10 GREECE Dimitris Kapsis and Dimitris Giomelakis Chapter 11 INDIA Neeraj Tuli and Celia Jenkins Chapter 12 ITALY Alessandro P Giorgetti Chapter 13 JAPAN Shinichi Takahashi and Yoshihide Matsushita Chapter 14 LUXEMBOURG Michel Marques Pereira and André Hoffmann Chapter 15 MALTA Matthew Bianchi Chapter 16 MEXICO Yves Hayaux-du-Tilly Chapter 17 PORTUGAL Luísa Soares da Silva, Margarida Torres Gama and Diogo Coimbra Casqueiro Chapter 18 SPAIN Jorge Angell Chapter 19 SWEDEN Rose-Marie Lundström and Gudrun König Chapter 20 SWITZERLAND Lars Gerspacher and Roger Thalmann Chapter 21 TAIWAN C T Chang, Trisha Chang and Jacqueline Wang iv

12 Contents Chapter 22 UNITED STATES Michael T Carolan, Paul W Kalish and William C O Neill Appendix 1 about the authors Appendix 2 Contributing Law Firms contact details v

13 Editor s Preface It is hard to overstate the importance of insurance in personal and commercial life. It is the key means by which individuals and businesses are able to reduce the financial impact of a risk occurring. Reinsurance is equally significant: it protects insurers against very large claims and helps to obtain an international spread of risk. Insurance and reinsurance plays an important role in the world economy. It is an increasingly global industry, with the emerging markets of Brazil, Russia, India and China developing apace. The insurance and reinsurance industry is remarkably resilient. In recent times it has been severely tested, but has passed the test on every occasion. Three examples spring to mind. As a lawyer steeped in the London market the first is the source of some personal pride. In the late 1980s and early 1990s the Lloyd s market suffered enormous losses arising largely as a result of a combination of asbestosis and pollution-related claims and the market practice, prevalent at the time, of placing inter-syndicate excess of loss retrocession in respect of catastrophe losses, commonly known as the London Market Excess of Loss (LMX) spiral. Those losses ultimately led to a plethora of litigation and forced many Lloyd s Names to cease underwriting. The scale of the losses also affected the solvency and liquidity of Lloyd s. In 1996 Lloyd s implemented a reconstruction and renewal (R&R) plan, a complex market restructuring. Ultimately Equitas was established to reinsure and run off the 1992 and prior years liabilities of the Names. In November 2006 National Indemnity Company, a member of the Berkshire Hathaway Group, reinsured all the liabilities of Equitas and Resolute Management Services Ltd, another member of the Berkshire Hathaway Group, took over responsibility for the run-off. On 25 June 2009 the English High Court approved the transfer of the 1992 and prior business of the Names to Equitas with the effect that, as a matter of English law, Lloyd s Names no longer have any liability for the 1992 and prior years losses. This restructuring has been extremely successful in enabling Lloyd s not only to continue operating but to improve and enhance the service it provides. Lloyd s is today undoubtedly the world s leading market for internationally traded insurance and reinsurance. vii

14 Editor s Preface The second test of the insurance and reinsurance market was the financial crisis of While there were some high-profile casualties, in general the industry was able to withstand events better than other financial institutions, certainly better than the banks. With the exception of specialist lines such as directors and officers (D&O) and trade credit insurance, insurers and reinsurers suffered relatively little exposure to the financial market losses. The traditional insurance and reinsurance sectors were largely onlookers. Indeed I would go further and suggest that they arguably helped to provide a stabilising effect, given the nature of their business model and in particular a conservative investment approach. If the crisis has triggered a more stringent regulatory regime for financial services generally that is no bad thing, but it should not be forgotten that insurance activity neither led to, nor was unduly affected by, that crisis. Finally, the natural catastrophes and man-made disasters of 2011 and 2012 have caused not only human tragedy and loss of life but also enormous insured losses. A 28 March 2012 study by Swiss Re (based on data from its sigma database) revealed that, altogether, natural catastrophe insured losses came to around US$110 billion, while losses from man-made disasters were around US$6 billion, making 2011 the secondhighest catastrophe loss year ever for the insurance industry was dominated by weather-related events in the United States, most notably Hurricane Sandy. On 19 December 2012, again based on sigma data, Swiss Re estimated that insurance losses arising from the catastrophic events of the year were set to reach approximately US$65 billion. The figure is of course moderate compared with 2011 but Swiss Re notes that it is above the average of the past 10 years. The events of 2011 and 2012 provided significant challenges for the insurance and reinsurance industry for a number of reasons one being the sizeable impact they had on manufacturing around the world, something that had not fully been appreciated in advance. However, the industry proved to be highly effective in overcoming these challenges. Despite losses on a historic scale and a difficult economic climate, it played a key role in bringing financial relief to populations, businesses and governments suffering from the effects of the disasters. Events such as these test not only insurers and reinsurers but also the rigour of the law. From the English perspective, the Lloyd s Insurance and Reinsurance Reports, issued almost monthly, are never short of material to fill their pages. Insurance and reinsurance disputes provide a never-ending array of complex legal issues and new points for the courts and arbitral tribunals to consider. Taking the natural catastrophes as an example, these have thrown up issues of causation, claims notification, cooperation and control, the effect of follow the settlements provisions and aggregation, to name but a few. There are many insurance and reinsurance publications available. However, in this increasingly globalised industry there is a need for a source of reference that analyses recent developments in the key jurisdictions on a comparative law basis. This volume, to which leading insurance and reinsurance practitioners around the world have made valuable contributions, seeks to fulfil that need. I would like to thank all of the contributors for their work in compiling this volume. Peter Rogan Ince & Co London April 2013 viii

15 england and wales Simon Cooper and David Grantham Simon Cooper Partner, London David Grantham Senior associate, London

16 Chapter 7 England and Wales Simon Cooper and David Grantham 1 I INTRODUCTION i The nature of the UK insurance and reinsurance market The UK insurance and reinsurance industry is the largest in Europe and the thirdlargest in the world, after the United States and Japan. 2 Recently, however, the insurance industry in England has experienced very significant regulatory and legal reforms as well as fundamental changes to the procedural legal environment in which it operates. Over the next five years it is likely to be subject to further change. Commercial insurance business in the UK is dominated by the London Market, which today is the world s leading market for internationally traded insurance and reinsurance. It is the only place where all of the world s 20 largest international insurance and reinsurance companies are active. 3 The London Market has two strands: the Company Market and the Lloyd s Market. It is primarily a subscription market in which the broker plays a crucial role in producing business and placing risks with a variety of insurers willing to accept a share. As its name suggests, the Company Market is composed of corporate insurers and reinsurers. It is organised through a market body, the International Underwriting Association, and operates principally out of the London Underwriting Centre building. From its beginnings in a coffee house in 1688, Lloyd s has grown to be the world s leading market for specialist insurance. It is not itself an insurance company but rather a society of members, largely corporate but still involving some individuals, that accept insurance business through their participation in competing syndicates. Each syndicate is administered by a managing agent and makes its own business decisions but Lloyd s 1 Simon Cooper is a partner and David Grantham is a senior associate at Ince & Co. 2 TheCityUK Insurance Briefing January Ibid. 87

17 England and Wales provides both a physical location in which to carry out this business and a regulatory framework of rules with which the syndicates must comply. Lloyd s also manages the unique regime that protects the security underlying the Lloyd s Market. Lloyd s accepts business from over 200 countries and territories worldwide. 4 It provides cover for over 95 per cent of the FTSE 100 and over 85 per cent of Dow Jones industrial average companies. 5 In 2011 Lloyd s generated 56 per cent of London Market premiums, the Company Market 41 per cent and protection and indemnity (P&I) clubs the remainder. 6 An important strength of the London Market lies in the number, diversity and expertise of the insurers and reinsurers writing business. Brokers can find the capacity and expertise required for the underwriting of virtually any type of risk. A key feature is the presence of highly skilled lead underwriters whose judgements on the terms to be offered for different risks are followed by other insurers in London and overseas. Another important attribute is geographical concentration with many insurers and intermediaries located in close proximity to the EC3 district, an insurance hub in the City of London. Thus brokers have a personal relationship with the underwriters with whom they deal. Similarly buyers of insurance can meet the providers and market information is easily spread among the participants. 7 ii The legal landscape for insurance and reinsurance disputes It is common for insurance or reinsurance contracts placed in the London market to be governed by English law and subject to the jurisdiction of the English courts, or heard in London arbitration, even where, as is often the case, those contracts have been concluded by non-uk companies. There are a number of reasons why London is a premier venue for insurance and reinsurance dispute resolution. Perhaps the most important factor is the specialist judiciary who are familiar with the practices of the London market. Disputing parties may expect that the judges of the London Commercial Court (and indeed the appellate courts) understand, for example, what a slip is and what roles are played by all involved in the placement of business in the London Market. Secondly, England has a highly developed body of insurance and reinsurance case law. Court judgments create binding precedent, such that they can be relied on to determine future disputes. This means that parties can expect a fair and rigorous judicial system and a reasonable degree of predictability. Arbitration continues to be a popular alternative to court proceedings (particularly for reinsurance disputes), in part at least because of its confidential nature. The pool of arbitrators available to deal with insurance and reinsurance disputes benefits from many of the same attributes as the court system and parties can be confident of a fair resolution of the issues by arbitrators who understand them Ibid. 6 TheCityUK Insurance Briefing January See 88

18 England and Wales The English courts encourage the use of alternative dispute resolution, and in particular mediation, to settle insurance and reinsurance disputes. II REGULATION i The insurance regulator Prior to 1 April 2013 the insurance regulator for the UK was the Financial Services Authority ( FSA ). From 1 April 2013 it was divided into the Prudential Regulation Authority and the Financial Conduct Authority, as discussed further below. ii Principle of regulated activities The UK has no prohibition on non-admitted insurers or reinsurers. Rather, the UK regulatory regime prohibits the performance of regulated activities within the UK by unauthorised firms. These include insurer activities such as effecting and carrying out contracts of insurance and distribution activities such as arranging, advising upon, selling and administering contracts of insurance. It is a criminal offence to perform a regulated activity without being an authorised (or exempt) firm. Additionally, an authorised firm commits a regulatory breach if it does not have specific permission (or exemption) for a particular regulated activity that it performs. Provisions in the legislation can deem regulated activities to be taking place in the UK (e.g., where there is a binding authority granted by an offshore insurer to a UK broker) and so care needs to be exercised by offshore insurers seeking to underwrite risks in the UK. The UK is part of the EEA and so EEA insurers and brokers are able to passport into the UK, on a freedom of establishment (branch) or freedom of services (no branch) basis, by a notification to their home state regulator. Such passports are in effect automatic, with the FSA having only limited powers to block, or impose conditions on, an incoming EEA firm. Similarly, UK-authorised insurers and brokers are able to passport into other EEA Member States. One of the key advantages of passporting is that a regulated firm will only have one principal (home state) regulator, and for insurers this means only one regulatory capital regime. iii Position of brokers Brokers are also required to be authorised when they are performing regulated activities. iv Requirements for authorisation Insurers are required to meet a number of criteria, primarily relating to regulatory capital and systems and controls. Most of these requirements are a function of EU law. Brokers are required to meet very limited regulatory capital requirements, but are required to have professional indemnity insurance in place. For both insurers and brokers, certain senior individuals will need to be assessed as fit and proper persons to be approved persons (see below). Application for authorisation, for any regulated firm, is made to the FSA. 89

19 v England and Wales Regulation of individuals employed by insurers Certain activities, such as being a director of an insurer or broker, are controlled functions meaning that the FSA must approve an individual in that role. That approved person is then potentially personally subject to regulatory sanction. Such sanctions can include financial penalties or restrictions on working in part or all of the financial services sector. Additionally, the financial services legislation also extends criminal offences committed by a regulated firm to its directors and officers, where the offence has been committed with the consent or connivance, or because of the wilful neglect, of the individual. vi The distribution of products Insurance products must be sold in accordance with conduct of business rules. These rules cover a broad range of topics including product information, commission disclosure and assessments of demands and needs of customers. vii Compulsory insurance Within the UK the principal compulsory covers are motor liability and employers liability. There are also requirements specific to certain industries such as nuclear power, merchant shipping (pollution cover) and riding establishments. Aviation is subject to EEA rules on mandatory liability cover. The FSA requires insurance intermediaries, such as brokers, to have professional indemnity cover, and indeed many professions (such as the legal profession) require such cover as a condition of membership. viii Compensation and dispute resolution regimes If a regulated firm cannot resolve a customer complaint, then certain complainants consumers, small businesses and some other small organisations have the right to use the services of the Financial Ombudsman Service. Should a regulated firm be unable to meet its financial obligations, for example due to insolvency, then the Financial Services Compensation Scheme is available to compensate consumers, small businesses and small organisations, but there are important exceptions for compulsory insurance (notably employers liability) where large organisations are also able to bring a claim. Compensation available under the scheme varies depending on the type and value of claim but is at least 90 per cent of the amount owed, and in some cases 100 per cent. ix Taxation of premiums Insurance premiums, for general insurance, are subject to insurance premium tax ( IPT ) where the risk is located in the UK. This also applies to overseas insurers covering a risk located in the UK. There is a standard rate of IPT of 6 per cent and a higher rate of 20 per cent (for travel insurance and some vehicle and domestic or electrical appliance covers). Life insurance is exempt from IPT, as is reinsurance, insurance for commercial ships and aircraft and insurance for commercial goods in international transit. 90

20 England and Wales Insurance premiums are exempt from UK value added tax ( VAT ), as are commission payments to brokers. However, the analysis is more difficult in relation to payments between entities in the insurance supply chain, such as introducers, and case law is still developing as to which of those payments are VAT-exempt and which are not. x Other notable regulated aspects of the industry A purchaser of a regulated firm such as an insurer or intermediary requires FSA approval. A purchase of a book of business from an insurer will require both FSA and court consent under the UK s Part VII process. This is designed to work cross-border within the EEA to meet European requirements. Finally, the Lloyd s Market forms an important part of the UK insurance industry. For regulatory purposes Lloyd s is largely treated as an insurer in its own right, and is thus subject to FSA overall control, with participants being sub-regulated by Lloyd s as to matters such as regulatory capital. That said, the FSA does directly regulate some participants at Lloyd s such as managing agents. III INSURANCE AND REINSURANCE LAW i Sources of law The basis of insurance law lies in the general law of contract. The most significant legislative provision is the Marine Insurance Act 1906 ( MIA ), which codified the case law as it existed at the time. Most provisions of the MIA apply equally to marine and non-marine insurance. Other relevant legislation includes the Financial Services and Markets Act 2000, which regulates financial services (including insurance), and the Life Assurance Act 1774 ( LAA ). ii Making the contract Essential ingredients of an insurance contract Under English law, an insurance contract is an agreement by the insurer to provide, in exchange for a premium, agreed-upon benefits to a beneficiary of the contract upon the occurrence of a specified uncertain, or contingent future, event, affecting the life or property of the insured. The distinguishing features of a contract of insurance are the transfer of risk and the requirement for an insurable interest. These are considered in more detail below. The transfer of risk when the uncertain event occurs The contract must be such that, when the insured-against event occurs, the insurer responds by bearing all or part of the risk. Often, this response will mean that the insurer pays money to the insured. However, the contract may set out that the insurer is to provide benefits in kind, rather than a monetary payment, such as the reinstatement of property damage 8 or the cost of a hire car while the insured vehicle is repaired case 8 Prudential v. Commissioners of Inland Revenue [1904] 2 K.B W v. Veolia [2012] Lloyd s Rep IR

21 England and Wales law has also established that the insurer may offer services of one kind or another, such as the repair or replacement of satellite television equipment. 10 The insured-against event must be uncertain in its occurrence. 11 This uncertainty is tested at the time that the contract is concluded. 12 The element of uncertainty may be as to whether the event will occur at all (such as a house fire), how often or to what extent the event will occur (damage to taxis), or when a certain event might occur (death). The requirement of insurable interest There is no all-embracing definition of insurable interest. In practice, the requirement has generally been taken to mean that the insured must have a legal or equitable relationship to the adventure or property at risk and would benefit from its safety or may be prejudiced by its loss. This can be an issue in particular in relation to complex forms of insurance-backed financial instruments. Historically, indemnity policies have required the insured to have an insurable interest in the subject matter and policies without such an interest were seen as unenforceable (and deemed to be gambling contracts). The LAA and the Gaming Act 1845 created the obligation for insurable interest in non-marine indemnity insurance and the MIA made insurable interest a necessity in marine insurance. Uncertainty regarding the requirement for insurable interest was, however, introduced by the Gambling Act Under the terms of this Act, gaming or wagering contracts are now enforceable. This arguably removes the requirement for an insurable interest in non-marine indemnity insurance in English law. There is some debate, however, over whether the Gambling Act 2005 has abolished the need for insurable interest in marine insurance and this is something the Law Commissions of England and Wales and of Scotland ( the Commissions ) are currently considering. Modern case law suggests that the courts will lean in favour of finding insurable interest where possible. It is obviously unattractive for insurers to take the premium and then deny the existence of an insurable interest. Utmost good faith Unlike other commercial contracts, insurance contracts are contracts of utmost good faith, which imposes an obligation of the most perfect frankness on the parties. Consequently, the duty on the party seeking insurance cover is onerous; it is his or her duty to disclose, before the contract is entered into, all material facts pertaining to the risk of which he or she is, or ought to be, aware, and to avoid misrepresenting any of the material facts. A similar duty is imposed on the insured s placing broker. 10 Digital Satellite Warranty Cover Limited and another v. Financial Services Authority [2013] UKSC Scottish Amicable Heritable Securities Assn Ltd v. Northern Assurance Co (1883) 11 R (Ct Sess) 287, Department of Trade & Industry v. St Christopher Motorists Assn [1974] 1 Lloyd s Rep 17,

22 England and Wales Material facts are judged objectively and are defined as those that would be likely to influence the judgement of a hypothetical prudent insurer in determining whether and on what terms to accept the risk and in fixing the level of premium. In this regard, it is not necessary that a prudent insurer would have refused the risk, nor even charged a higher premium, but enough to show that it would have liked the opportunity to consider the position. 13 In the event of a material misrepresentation or non-disclosure, the insurer is entitled to avoid the contract from inception if it can demonstrate that the individual underwriter to whom the misrepresentation or non-disclosure was made was induced by that misrepresentation or non-disclosure to write the contract on the terms that he or she did. 14 As discussed further below, the scope of an insured s obligation to disclose material information, and not to make material misrepresentations, is currently the subject of review by the Commissions. In their June 2012 Consultation Paper they proposed steps to clarify what constitutes material circumstances. They also proposed a graduated series of remedies per breach. Recording the contract Insurance contracts are usually evidenced by a written policy and Sections 22 MIA and 2 LAA require a written policy. The London Market has also introduced the Market Reform Contract, a standard form that aims to increase contractual certainty and which is widely used in practice. iii Interpreting the contract General rules of interpretation Insurance and reinsurance contracts are subject to the same general principles of construction that apply to other commercial contracts. These principles are largely unchanged since the House of Lords decision in Investors Compensation Scheme Ltd v. West Bromwich Building Society. 15 The guiding principles are as follows. Interpretation is the ascertainment of the meaning that a document will convey to a reasonable person having all the background knowledge that would reasonably have been available to the parties in the situation in which they were at the time of the contract. The background knowledge has been referred to as the matrix of fact. It includes anything that would have affected the way in which the language of the document would have been understood by a reasonable man. This is subject to two points. First, that the background knowledge should have been reasonably available to the parties. Second, that the law excludes from the admissible background the previous negotiations of the parties and their declarations of subjective intent. The meaning that a document would convey to a reasonable man is not the same thing as the meaning of its words. The meaning of words is a matter of dictionaries and 13 Container Transport International Limited v. Oceanus Mutual Underwriting Association [1982] 2 Lloyd s Rep 178 CA. 14 Pan Atlantic Insurance Limited v. Pinetop Limited [1994] 3 WLR Investors Compensation Scheme Ltd v. West Bromwich Building Society [1998] 1 WLR

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