Zachary N. Lerner

Zach advises clients on their M&A deals and key compliance matters. His experience ranges from cross-border transactions and insurtech compliance to surplus lines regulatory matters.

Zach is a corporate attorney who focuses his practice in insurance and reinsurance regulatory and transactional matters in the U.S. and internationally. He guides clients on a wide range of matters, including formation, licensing, regulatory compliance, advertising issues, surplus lines, and filing matters. Zach works with both insurance and non-insurance entities on transactional matters such as M&A, corporate, departmental, and premium tax filings, annual reports, and affiliate transactions.

Zach’s clients include insurance companies (including international surplus lines insurers), insurance agents and brokers, MGAs, reinsurance intermediaries, adjusters and third-party administrators, captives, premium finance companies, special purpose vehicles, risk retention, and risk purchasing groups.

Zach is the co-author of Locke Lord’s Excess and Surplus Lines Manual.

Zach’s representative experience includes:

• Served as insurance regulatory counsel in connection with M&A transactions, including:
  • Assisting Warburg Pincus with respect to investments in the following companies:
    • Fetch Insurance Services, a ‎leading pet health insurance provider in North America
    • PareteoHealth, a provider of employer health care benefit solutions
    • K2 Insurance Services, a leading independent specialty insurance. program manager, from Lee Equity Partners
  • Facilitating the purchase of numerous insurance intermediaries by AssuredPartners, including:
    • Serving as counsel to Accretive Insurance Solutions in its acquisition of Evergreen/UNI LLC, specializing in tailored surety programs serving the waste management industry and the oil, gas, and mining industries
    • Representing Accretive Solutions in its acquisition of Your Way Medicare, a provider of Medicare Advantage policies
    • Assisting AssuredPartners in its acquisition of The Boon Group, a national wholesale of employee benefits
    • Advising AssuredPartners on its acquisition of Keenan & Associates, an operation that focuses on insurance and employee benefits programs for school districts, other public entities, and the health care sector
  • Representing Risk Strategies Company in its acquisition of Ochestrate HR and eBen Benefits, a provider of employee benefit solutions and TPA services
  • Advising CIVC Partners with respect to its investment in Crest Insurance Group
  • Facilitating a partnership agreement between Get Covered, an insurance producer and provider of risk mitigation and compliance technology that offers customized solutions to meet lease requirements, and LeaseLock, an insurtech leader providing lease insurance for rental housing
  • Representation of Howden in its acquisition of Align Financial Holdings by Howden Group’s specialist underwriting arm, DUAL
  • Assisting a myriad of additional private equity firms and global insurance brokerage firms with respect to insurance company and agency acquisitions, including facilitating the ‎negotiation of representation and warranty insurance in ‎connection therewith
• Represented a number of prominent international surplus lines insurers ‎with respect to maintaining their surplus lines eligibility in the U.S., including the management of their NAIC IID filings, state ‎eligibility lists, acting as agent for service of process, and responding to ‎their regulatory inquiries
• Obtained the first-ever designation of “reciprocal reinsurer” status in the U.S. for Convex Insurance UK Limited and its affiliate, Convex Re Limited
• Provided corporate formation and regulatory licensing support for ‎insurance intermediaries (producers, brokers, agents, reinsurance ‎intermediaries, consultants, adjusters, and TPAs), including managing ‎renewals of licenses for entities and their respective designated ‎responsible licensed individuals
• Acted as primary deal counsel in connection with the purchase and sale of ‎numerous insurance companies, insurance agencies, service contract ‎providers, and other entities, including transactions involving AmTrust Financial Services; QBE America, Inc.‎; Armour Group Holdings Limited; Industrial Alliance Financial Services, Inc.‎; Pronto Insurance; Palladium Equity Partners; Santander Bank, N.A.‎; Sunderland Marine Insurance Company Limited; and Evergreen Personal & Commercial Insurance Agency Inc.
• Lead numerous formations of insurance carriers and domestic surplus lines insurers; facilitating obtaining accredited reinsurer status and trusteed reinsurer status (through use of multi-beneficiary trusts) for numerous U.S. and international carrier clients
• Provided general regulatory guidance in the admitted and surplus lines ‎spaces to the insurance industry, including the review of insurance ‎policy forms to evaluate regulatory compliance
• Represented clients before state insurance departments in connection with ‎consent orders, examinations, complaints, targeting inquiries, data calls, ‎and investigations
• Assisted in obtaining form and rate filing approvals, name approvals, and obtaining insurance certificates of authorities for life, health, ‎and property and casualty insurance companies, including drafting ‎business plans and other core documentation in connection with ‎‎“UCAA” primary and expansion applications‎
• Drafted and filed “Form A” change of control filings for a number of ‎prominent insurance company acquisitions in New York and other ‎jurisdictions, and has prepared various other insurance entity change of ‎control applications, including Texas agency filings and Florida “specialty ‎insurer” filings
• Advised numerous insurtechs regarding their formation and compliance ‎issues, including advising on evolving insurance inducement ‎considerations, product “tying,” utilization of “app-based,” or “on-demand” insurance distribution models, and “dynamic-based” pricing ‎algorithms and structures
• Consulted with clients on group insurance programs, including the permissibility ‎of association models, allocation of premium and surplus lines premium ‎taxes, fictitious group laws, sharing of “combined limits,” and the ‎establishment and registrations of risk purchasing groups and risk ‎retention groups
• Provided guidance on the permissibility of “direct procurement” insurance ‎offerings and has drafted various checklists and manuals to help ‎insurance companies avoid tripping prohibitions against engaging in the ‎transaction of insurance within the U.S. without proper ‎licensure or eligibility
• Assisted service contract providers with respect to their M&A, licensing ‎, and compliance needs
• Drafted reinsurance documentation and helped negotiate reinsurance ‎transactions (including assumption reinsurance arrangements, traditional ‎quota share agreements, and facultative placements), including the ‎preparation of administrative service agreements and “Regulation 114” ‎reinsurance trust agreements in connection therewith
• Advised on recent cybersecurity regulations, including New York’s ‎cybersecurity compliance regime
• Provided guidance and analysis for compliance with the Terrorism Risk ‎Insurance Act, or “TRIA,” including monitoring its various ‎reauthorizations and guidance promulgated by the U.S. Department of ‎the Treasury
• Monitored developments in the insurance industry (both on the state and ‎federal level) in response to the COVID-19 pandemic‎
• Provided advice to clients regarding blockchain technology; captive arrangements; appointments; the Dodd-Frank Wall Street Reform and Consumer Protection Act ‎‎(including the Nonadmitted and Reinsurance Reform Act ‎contained therein)‎; drones/unmanned aircrafts; life and health insurance placements; ILS matters; mobile technologies; privacy, security, and “GLBA” matters; telemarketing and “call center” compliance; insurance company and producer fees; marketing and advertising; “DBA” names‎; premium trust accounts; referral arrangements; commission-sharing and incentive programs; cannabis; and life and viatical settlement transactions
• Experienced working with and alongside insurance departments throughout ‎the U.S. to help serve the needs of his clients