Life, Pensions & Longevity Risk. CMS Cameron McKenna s team

Transcription

1 Life, Pensions & Longevity Risk CMS Cameron McKenna s team 2014

2 Introduction...3 CMS...4 Life, Pensions & Longevity Risk team...5 Distinct approach...6 Experience and credentials...7 Key contacts very quick to respond, and more proactive than most other firms. Legal 500 thorough understanding of specialist areas and real dedication. Legal 500 We know CMS as very commercial: they understand what we want and deliver it when we want it. Deutsche Bank AG

3 Introduction The longevity and pensions risk transfer market has seen substantial innovation and expansion in recent years, driving ever closer convergence between the insurance and capital markets. With a reputation for innovation, CMS is perfectly placed to meet the challenges of such a dynamic market. We were the first European law firm to establish a team dedicated to the needs of the life, pensions and longevity risk transfer market and this team has built an outstanding reputation for delivering complex transactions in often tight timeframes. Our Life, Pensions & Longevity Risk team: brings together leading specialists in insurance and reinsurance, derivatives and structured products, security and collateral, pensions, financial services regulatory and corporate offers clients market-leading experience across the full spectrum of de-risking and risk transfer solutions, including: indemnity and index-based longevity risk transfers (insurance, reinsurance and derivative) pension buy-ins and buy-outs bulk annuity reinsurances captive fronting arrangements VIF/EV monetisation transactions index-linked notes and other capital market products has a track record of delivery of high-profile and innovative matters which is second to none, including, for example, acting for: SCOR on its reinsurance of a proportion of 5 billion of longevity risk transferred by the trustee of the Aviva Staff Pension Scheme through an Aviva group insurer instead of a traditional intermediary (the largest pension scheme longevity swap to date) SCOR on its reinsurance of a proportion of 1.4 billion of longevity risk hedged by Aegon by reference to an index the trustees on a highly innovative multi-national buy-in fronting arrangement using a captive reinsurer a UK insurer on proposed fronting arrangements for pensions risk transfer to the captive reinsurer of a large multinational Abbey Life Assurance Company Limited on its 500 million longevity insurance transaction with the trustee of the Rolls-Royce & Bentley Pension Fund, and associated reinsurance arrangements with Hannover Re Abbey Life Assurance Company Limited on its 3 billion longevity insurance transaction with the trustees of the BMW UK Pension Scheme SCOR on its reinsurance of a proportion of 3 billion of longevity risk assumed by Deutsche Bank AG under a derivative with the trustees of the Rolls Royce UK Pension Scheme a European-based reinsurer on its reinsurance of a proportion of the longevity and demographic risks associated with an 800 million portfolio of non-profit annuity business the trustees of the Pall UK Pension Scheme on the first index-linked derivative for deferred members a capital markets investor acquiring a proportion of 12 billion index-based longevity risk assumed by Deutsche Bank AG under a derivative with Aegon, the biggest ever longevity swap of its kind various clients on multi-transaction longevity arrangements and associated credit support structures. This guide gives further details of our services and credentials, together with contact information for key individuals. Please feel free to contact any of us if you would like to discuss how we may be able to help. 3

4 Aberdeen Edinburgh Moscow Beijing Mexico City Bristol Hamburg Amsterdam Berlin London Utrecht Leipzig Warsaw Duesseldorf Antwerp Cologne Brussels Frankfurt Prague Luxembourg Vienna Paris Stuttgart Strasbourg Munich Bratislava Zurich Budapest Geneva Ljubljana Zagreb Lyon Milan Belgrade Sarajevo Bucharest Kyiv Shanghai Rio de Janeiro Lisbon Madrid Barcelona Rome Tirana Sofia Istanbul Dubai Seville Algiers Casablanca Your World First CMS at a glance At CMS we pride ourselves on putting the needs and wants of our clients first. With over 2,800 lawyers, across 56 offices, CMS is the largest European law firm. Our business is truly international and we have a great understanding of the cultural and business variations that apply across the territories that we cover. We combine strong local presence and capability with international delivery. This enables us to deliver services where our clients need it. Leading domestic and international organisations work with us because of our legal expertise and industry sector knowledge, combined with our extensive geographical scope. Mike Munro is well regarded for longevity transactions, pensions and security/collateral arrangements and is described as commercial, contactable, and personable. Legal 500 Pete Coyne has superb technical skills and is an absolute delight to work with, a steady pair of hands and unflappable. Chambers Guide James Parker has been actively involved in the market for a number of years. His experience is unique for a lawyer and he is able to engage in a way that other firms struggle to do. Deutsche Bank AG 4 Life, Pensions & Longevity Risk team

5 Life, Pensions & Longevity Risk team Our multi-disciplinary Life, Pensions & Longevity Risk team draws on the expertise and resources of lawyers across a number of key CMS practice areas each of which is acknowledged as a market-leader in its own right. Insurance and Reinsurance Derivatives and Structured Products Corporate Security and Collateral FS Regulatory Pensions Insurance and Reinsurance We have one of the largest specialist Insurance and Reinsurance teams in Europe and are consistently ranked among the top legal practices by both Chambers and the Legal 500. Mike Munro and James Parker are technically strong and have detailed knowledge and a good grasp of actuarial as well as legal concepts. Derivatives and Structured Products Described as very quick to respond, and more proactive than most other firms, our derivatives and structured products team is praised for thinking outside the box and being highly knowledgeable, experienced and great value. Security and Collateral Our Security and Collateral specialists - drawn from the Insurance and Reinsurance / Derivatives and Structured Products teams - have a deep understanding of the various security structures used in life, pensions and longevity risk transfer transactions and provide valuable insights into engaging with third parties such as custodians. Pensions We have one of the largest specialist pensions teams in the UK which is top-ranked in the main legal directories. We are recognised in the industry as one of the strongest, with the Legal 500 commenting that CMS fields outstanding pensions lawyers. Financial services regulatory One of the few firms to have a team dedicated to advising financial institutions on the full range of their regulatory requirements, our regulatory team is one of the largest in the City and was one of the first to be established. Legal 500 recommend team head Paul Edmondson and the excellent Simon Morris who has his finger on the FSA pulse. Unlike other practitioners in his field, he gives you legal advice, not a regurgitation of what the rules say. Corporate Our corporate insurance team was ranked 1st in Europe by the Reactions Insurance and Reinsurance Legal Survey 2013, with Reactions noting that for companies seeking corporate advice in Europe, CMS appears to be the go-to firm. 5

6 Distinct approach Client service With an established track record of delivery on complex and innovative transactions within tight timescales, we aim to provide an approach to client service which is distinguished by: the high degree of Partner involvement and availability the responsiveness and quality of our advice the commerciality of our approach based on exceptional market focus, knowledge and experience the flexibility and transparency of our approach to pricing. Relationship driven We are client driven. We invest in our clients for the long-term, devoting time and resource to ensure we know our clients people and business, and to sharing and building knowledge through bespoke training and workshops. Value for money Value for money is not just about hourly rates but also about the efficiency, effectiveness and standard of the service provided. Our experience, good relationship management and concise, practical approach to advice mean that we can deliver real value for money legal services. Managing costs An important part of our commitment to building long-term relationships is our commitment on legal costs. We are happy to be completely transparent and will provide you with any information you would find useful about our costs, down to the daily time records on which our time costs are based. This approach, together with our efficient service means it is vary rare for clients to query our fees. 6 Life, Pensions & Longevity Risk team

7 Experience and credentials The combined experience of our Life, Pensions & Longevity Risk team is second-to-none. Matters and transactions on which team members have acted include advising: Pension buy-ins and buy-outs Pension Insurance Corporation on the buy-in/buy-out of the Alitalia Pension Scheme during its PPF assessment and Honda Racing Section of the Honda Pension Scheme. MetLife on the Vivendi buy-out. The employer on the 450 million Delta pensioner buy-out with Pension Insurance Corporation. The Trustees of the Aon Bain Hogg Pension Scheme on a pensioner buy-in with MetLife. A specialist UK insurer on the development of its security/collateral offering for pension buy-in transactions. A UK insurer with the development of its standard form pension buy-in product. The Trustees of the Food from Britain pension scheme, the first buy-out of a pseudo publicsector scheme (this work won the pensions team a nomination as Commercial Team of the Year in the British Legal Awards 2009). Longevity only insurance and capital markets solutions SCOR on its reinsurance of a proportion of the 3 billion longevity risk assumed by Deutsche Bank AG under a derivative with the trustees of the UK Rolls Royce Pension Scheme. Abbey Life Assurance Company Limited on its 500 million longevity insurance transaction with the trustee of the Rolls-Royce & Bentley Pension Fund, and associated reinsurance arrangements with Hannover Re. Abbey Life Assurance Company Limited on the development, documentation and execution of a 3 billion collateralised longevity insurance transaction with the Trustees of the BMW UK Pension Scheme. The Trustees of the Pall UK Pension Scheme on the first index-linked longevity derivative for deferred lives. A capital markets investor acquiring a proportion of 12 billion index-based longevity risk assumed by Deutsche Bank AG under a derivative with Aegon. A major investment bank on the development of hybrid longevity only risk transfer products. 7

8 Longevity only reinsurance SCOR on its reinsurance of a proportion of 5 billion of longevity risk transferred by the trustee of the Aviva Staff Pension Scheme through an Aviva group insurer instead of a traditional intermediary the largest pension scheme longevity swap to date. SCOR on its reinsurance of a proportion of 1.4 billion of longevity risk hedged by Aegon by reference to an index. A European-based reinsurer on its reinsurance of a proportion of the longevity and demographic risks associated with an 800 million portfolio of non-profit annuity business. A leading global reinsurer on its reinsurance of a proportion of the 1.7 billion longevity risk assumed by Credit Suisse under a derivative with the trustees of the UK ITV Pension Scheme. Pension Insurance Corporation on the purchase of collateralised longevity only reinsurance relating to approximately 2 billion of pension insurance business with various counterparties. Abbey Life Assurance Company Limited on the purchase of collateralised, syndicated longevity only reinsurances in respect of risks relating to 3 billion BMW UK Pension Scheme. Abbey Life Assurance Company Limited on the purchase of collateralised, syndicated longevity only reinsurance from two reinsurers in respect of risks associated with its 1.6 billion portfolio of in-payment annuities. A specialist UK pension insurer on the development, documentation and execution of a longevity-only tail risk reinsurance and associated security and collateral arrangements. A UK insurer and its captive reinsurer on the purchase of longevity-only reinsurance specific to three underlying pension scheme buy-ins, and associated security and collateral arrangements. A new entrant in the longevity reinsurance market on the development of its standard product and associated security offering. A major financial services company on the structuring of collateral and security arrangements to support longevity reinsurance of segregated calls in the content of transformer structures. Fronting and other dis-intermediated arrangements A UK insurer on proposed fronting arrangements for pensions risk transfer to the captive reinsurer of a large multinational. The trustees on a multi-national buy-in fronting arrangement using a captive reinsurer within the employer group. Index-based structures SCOR on its reinsurance of a proportion of 1.4 billion of longevity risk hedged by Aegon by reference to an index. The Life and Longevity Markets Association (LLMA) on the transfer to the LLMA of the JP Morgan LifeMetrics Index. Various clients including Deutsche Bank AG, London on proprietary indices in various asset classes including in relation to rates, commodities and emerging markets. Numerous Index-linked structured products including deposits, notes and certificates. Bulk annuity backbook transactions Prudential on its acquisition of Royal London s 1.6 billion non-profit annuity portfolio by way of reinsurance and Part VII. Equitable Life on its 4.6 billion disposal of its non-profit annuity portfolio to Canada Life by way of reinsurance and Part VII. Winterthur Life on the 400 million reinsurance of its non-profit annuity portfolio to Canada Life. Prudential on its 140 million acquisition of Save & Prosper s non-profit annuity portfolio by way of reinsurance and Part VII. 8 Life, Pensions & Longevity Risk team

9 Key contacts Insurance & Reinsurance Mike Munro Partner, Financial Services and Products T +44 (0) E mike.munro@cms-cmck.com James Parker Partner, Financial Services and Products T +44 (0) E james.parker@cms-cmck.com Mike is a Partner in our Financial Services and Products group, specialising in transactional (re)insurance and alternative risk transfer. Mike works with a diverse range of financial institution clients (including major (re) insurers, investment banks and captives) involved in domestic and international risk transfer markets, typically on matters at the interface between the insurance and capital markets. In recent years, Mike (alongside James Parker) has had a particular focus on pensions and longevity de-risking transactions (including longevity swaps in both (re) insurance and derivative form) and associated collateral and credit support structures. James is a Partner in our Financial Services and Products group. His practice spans domestic and international corporate, insurance and reinsurance transactions. James has particular experience in the life, pensions and annuities markets, having advised on a broad spectrum of de-risking and risk transfer solutions including longevity insurances and swaps, pension buy-ins, longevity reinsurances and large-scale bulk annuity backbook reinsurance transactions. Together with Mike Munro, James has acted on some of the largest insurance and reinsurance transactions in the pensions and annuity risk transfer market. He is recommended as a leader in Legal 500 (2012). Mike is recommended as a leader in the Legal 500 (2012), for Corporate and Regulatory Insurance, in Chambers (2012), for Derivatives and Structured Finance and in Euromoney s Guide to the World s Leading Insurance and Reinsurance Lawyers. Jenny Nanalal Associate, Financial Services and Products T +44 (0) E jenny.nanalal@cms-cmck.com Lisa Brown Associate, Financial Services and Products T +44 (0) E lisa.brown@cms-cmck.com Lisa is an Associate in our Financial Services and Products group. She has worked on numerous collateralised longevity risk transfer transactions (insurance and reinsurance), and has particular experience in the structuring and negotiation of security and collateral arrangements supporting (re)insurance transactions (including custody agreements), and of insurance finance and credit support more broadly. Jenny is an Associate in our Financial Services and Products group. Her experience includes longevity risk transfer transactions, complex insurance and reinsurance arrangements, financial services M&A and insurance regulatory advice. Jenny was previously seconded to Swiss Re where she worked on a number of high-profile longevity insurance transactions, including the first scheme-facing longevity insurance policy to include deferred members. 9

10 Derivatives & Structured Products Will Dibble Partner, Financial Services and Products T +44 (0) E will.dibble@cms-cmck.com Jason Harding Partner, Financial Services and Products T +44 (0) E jason.harding@cms-cmck.com Will is a Partner in our Financial Services and Products group and advises a large number of financial institutions on a wide range of debt capital markets, derivatives and structured products. Will s principal areas of expertise include advising in relation to securitised derivatives and credit, equity and fund linked derivatives. His clients include Deutsche Bank, JPMorgan Chase and Lloyds Banking Group. Jason is a Partner in our Financial Services and Products group and acts for a wide range of financial institutions and corporates in all areas of debt capital markets, including Eurobonds, securitisations, high-yield bonds, project bonds, structured finance, CDOs and derivatives. His clients include Goldman Sachs, HSBC, Allied Irish Banks, Lloyds Banking Group and National Australia Bank. Security and Collateral Richard Ham Consultant, Financial Services and Products T +44 (0) E richard.ham@cms-cmck.com Corporate Chris Southorn Partner, Corporate T +44 (0) E chris.southorn@cms-cmck.com Richard is a Consultant in our Financial Services and Products group and has over twenty five years experience in structured finance, in the UK and in the Asian markets. Richard has particular expertise in relation to collateral and security structures used in respect of exposures arising in the insurance and reinsurance markets across a number of jurisdictions, and a wide spectrum of risks, including catastrophe, life and pensions, as well as captive and fronting arrangements in relation to professional indemnity cover. His experience extends also to derivatives and their use in transferring risk. Chris joined the firm in 1990 and has been a Partner in our corporate department since He is a partner in our corporate and transactional insurance practice, and advises clients in the sector on a full range of domestic and cross-border corporate transactions including mergers and acquisitions, Part VII and international insurance business transfers, annuity portfolio acquisitions and disposals, investments, joint ventures and corporate reorganisations. Chris is recommended as highly rated by the Legal 500. CMS fields a strong team of practitioners renowned for their experience in handling pensions and longevity risk transactions and OTC derivatives. Market sources are impressed with the expertise and depth of knowledge demonstrated by the team. Chambers Guide 10 Life, Pensions & Longevity Risk team

11 Pensions Keith Webster Partner, Pensions T +44 (0) E keith.webster@cms-cmck.com FS Regulatory Paul Edmondson Partner, Financial Services and Products T +44 (0) E paul.edmondson@cms-cmck.com Keith is a Partner in our Pensions team. He has acted for trustees and providers on a wide range of risk management transactions including buy-ins, buy-outs and asset backed funding arrangements. He was the legal contributor to the NAPF/ABI Good Practice Guide to Bulk Insured Pensions and is the chairman of the Association of Pension Lawyers (APL) Investment Committee. He is described in Legal 500 as fantastic and in the Chambers Guide as being an extremely talented and clever individual. Pete Coyne Partner, Pensions T +44 (0) E peter.coyne@cms-cmckc.com Pete is a Partner in our Pensions team. He advises product providers, trustees and employers on a wide range of pensions issues including buy-ins/ buy-outs, benefit restructuring and liability management. His clients include Pension Corporation, General Electric, TUI and Brit Insurance. Pete is a member of the APL Legislative & Parliamentary Committee. Dominic Harris Partner, Pensions T +44 (0) E dominic.harris@cms-cmck.com Paul heads the firm s Financial Services and Products group. He advises financial institutions on a range of regulatory and related commercial issues. Clients include banks, insurers (life and non-life), fund managers, broker-dealers, insurance intermediaries and trade associations. Paul is the author of the insurance regulation chapter in the Oxford University Press publication, Financial Services Law. Simon Morris Partner, Financial Services and Products T +44 (0) E simon.morris@cms-cmck.com Simon is a member of the firm s Financial Services and Products group and specialises in advising financial services institutions on commercial and regulatory matters. Simon has acted on a number of acquisitions and product launches, and has represented over 250 firms in regulatory and disciplinary proceedings. Simon is author of Financial Services: Regulating Investment Business, and is a member of the City of London Law Society Financial Services Sub- Committee. He was also one of the advisers to HM Opposition on the Financial Services and Markets Act. Simon was named as the Best Regulatory Lawyer of 2008 at Complinet s Fourth Annual Compliance Awards in January Dominic is a Partner in our Pensions team. He has wide experience advising trustees, employers and insurers on all pensions issues (including both occupational and personal pension schemes), litigation matters and the pensions aspects of corporate transactions. Dominic has contributed to Tottel s Pensions Law Handbook and has spoken at a number of conferences on various aspects of pension law. He is also a member of the APL Investment Sub-Committee. Legal 500 recommend team head Paul Edmondson and the excellent Simon Morris who has his finger on the FSA pulse. Unlike other practitioners in his field, he gives you legal advice, not a regurgitation of what the rules say. Legal

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