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Corporate Insurance & Financial Services

Blog

The W&I tool in M&A

Published on 20 August 2018. By Neil Brown, Partner and Joy Tickler, Associate

Neil Brown and Joy Tickler highlight the increasing use of warranty and indemnity insurance by M&A negotiators. Its use has rapidly increased over the past few years, becoming a strategic tool in the toolbox of any M&A negotiator. We set out here the reasons behind this ever-increasing trend, together with some of our observations on how W&I has been effectively deployed.

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Scope of duty narrows for accountants

Published on 30 May 2018. By Robert Morris, Partner and Matthew Watson, Associate

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Accountants not liable for transaction losses despite negligent accounting treatment

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Part VII insurance business transfers – FCA's finalised guidance

Published on 30 May 2018. By Neil Brown, Partner and Louisa Innes-Wilkin, Associate

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The FCA published finalised guidance on its approach to reviewing insurance business transfer schemes under Part VII of the Financial Services and Markets Act 2000.

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A step closer

Published on 27 November 2017. By Matthew Griffith, Partner and Neil Brown, Partner

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Matthew Griffith and Neil Brown explore Lloyd's SPAs as an alternative for new market entrants to standalone syndicate formations and M&A

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Publication

The FCA turns its attention to the wholesale insurance sector

13 November 2017

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After indicating its intention to conduct a wholesale insurance market study in its 2017/18 Business Plan, the FCA has now announced the launch of its wholesale insurance broker market study and set out its terms of reference. This is an important development for brokers and insurers operating in this sector, and also for their clients.

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Blog

Schemes and offers where drags don't work

Published on 06 November 2017. By James Mee, Partner and David Wallis, Partner

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James Mee and David Wallis detail the statutory solutions available when drag-along rights are either ineffective or non-existent for the sale of private companies with a large employee shareholder base

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Special relationship

Published on 04 September 2017. By David Wallis, Partner and James Mee, Partner

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David Wallis and Peter Sugden outline what commercial teams need to know about US/UK deals.

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Signed, sealed, delivered

Published on 11 August 2017. By Matthew Griffith, Partner

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Matthew Griffith shares some strategies for delivering successful (re)insurance M&A – before and after the ink has dried

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What a drag

Published on 11 August 2017. By James Mee, Partner and David Wallis, Partner

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James Mee and David Wallis outline some of the issues involved in selling companies with a large employee shareholder base

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New corporate tax evasion offences – the clock is ticking!

03 August 2017

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Financial services firms should ensure they have in place appropriate policies and procedures as they prepare for the new corporate tax evasion offences.

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Blog

SM&CR: what should the insurance sector be doing to prepare?

27 July 2017

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On 26 July 2017, the FCA and PRA published three consultation papers outlining their proposals for the extension of the senior managers and certification regime (SM&CR) to all authorised firms.

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Blog

PRA consultation to promote diversity on boards of large insurers

06 July 2017

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The PRA consults on further amendments to the Senior Insurance Managers Regime (SIMR) including promoting diversity on boards.

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Blog

The Automated and Electronic Vehicles Bill

Published on 04 July 2017. By Richard Breavington, Partner and Jonathan Charwat, Associate

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The Automated and Electronic Vehicles Bill was announced during the Queen's Speech and is intended to put the UK at the forefront of the driverless car market, estimated to be worth £28bn by 2035.

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Blog

Continued FCA focus on appointed representatives – more regulatory interventions in the London Market

Published on 27 June 2017. By Jonathan Charwat, Associate

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FCA announce follow up supervisory work and regulatory interventions on insurance intermediaries with networks of appointed representatives (ARs).

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Impact of the EU’s distribution regime remains unclear

Published on 02 June 2017. By Matthew Griffith, Partner

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Intermediary market heading for change with Insurance Distribution Directive’s introduction

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Part VII transfers – through the FCA's microscope

Published on 24 May 2017. By Neil Brown, Partner and Joy Tickler, Associate

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Draft FCA guidance sheds light on its approach to Part VII insurance business transfers and aims to reduce the time and cost required to undertake a transfer.

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Blog

FCA publish consultation paper on the Insurance Distribution Directive

Published on 19 April 2017. By Jonathan Charwat, Associate

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The FCA has published the first of two consultation papers setting out its proposals for transposing the Insurance Distribution Directive (IDD) into English law.

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Blog

The Insurance Block Exemption: The End of an Era

Published on 13 March 2017. By Melanie Musgrave, Senior Associate and Lambros Kilaniotis, Partner

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31 March 2017 sees the expiry of the Insurance Block Exemption

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M&A deal trends

Published on 06 February 2017. By Jonathan Charwat, Associate

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Deal trends for the UK M&A market in 2017

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Insurance Companies and the Modern Slavery Act

Published on 17 January 2017. By Jonathan Charwat, Associate

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As the new financial year is soon to arrive, companies will soon have to file their Slavery and Human Trafficking (SHT) statements. RPC has previously written about their general applicability and now will examine its impact on insurance companies.

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"Refine but not replace Solvency II" declares the ABI

Published on 21 November 2016. By Jonathan Charwat, Associate

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In its response to the Select Committee inquiry into the impact of Solvency II (as reported by us in September), the Association of British Insurers (ABI) has called on the Government to refine and not replace Solvency II. The response also claims that the implementation of the new regulations is harming customers, distorting markets and potentially unnecessarily affecting UK firms' ability to compete in the EU and globally.

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Blog

Approaches to supervising the conduct of intermediaries, IAIS paper

Published on 21 November 2016. By Jonathan Charwat, Associate

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The International Association of Insurance Supervisors (IAIS) has published an application paper on approaches to supervising the conduct of intermediaries.

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Insurance Europe argues draft delegated acts must be consistent with IDD

19 October 2016

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Insurance Europe has expressed concern that the level 2 delegated acts for the Insurance Distribution Directive do not respect the original agreed framework in the legislative text with significant implications including a potential de facto ban on commission.

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FCA consults on the regulation of GCs

18 October 2016

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The FCA has outlined in a discussion paper its views about the extent to which GCs should come within its regulatory remit.

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Enforcing the duty of responsibility against senior managers: the Regulators' view

13 October 2016

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The FCA and PRA have issued consultations giving guidance on how they propose to enforce the duty of responsibility against senior managers in banks – and the rest of financial services from 2018.

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FCA and PRA set out wide-ranging rules and proposals for the SIMR and SMCR

11 October 2016

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Falling like autumn leaves, the FCA and PRA have published a number of papers relating to the senior insurance managers regime as well as the senior managers and certification regime (which will apply to insurers from 2018).

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FCA plans to apply conduct rules to NEDs in banks and insurers

05 October 2016

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The FCA proposes to extend the application of the Code of Conduct sourcebook to standard NEDs.

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FCA avoids full market study but what next for Big Data?

Published on 04 October 2016. By Rachael Ellis, Associate

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This update considers the FCA's feedback statement on the use of "Big Data" in the retail general insurance sector.

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ABI releases checklist on effective counter fraud practices

Published on 29 September 2016. By Jonathan Charwat, Associate

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Earlier this month, the ABI released a checklist on effective counter fraud practices. The checklist is designed to assist insurers in putting in place strong fraud defences. It is particularly aimed at smaller insurers with limited counter fraud functions.

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Select Committee Inquiry into the impact of Solvency II

Published on 26 September 2016. By Jonathan Charwat, Associate

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Last week, the House of Commons Treasury Select Committee announced on the parliament website that it is holding an inquiry into the new regime for insurance regulation under the Solvency II Directive (2009/138/EC).

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FCA finds shortcomings in principal firms' control and oversight of their ARs

Published on 03 August 2016. By Jonathan Charwat, Associate

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The Financial Conduct Authority's (FCA) report on its thematic review of principal firms and their appointed representatives (ARs) has identified significant shortcomings in their control and oversight.

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Part VII transfers: Court protects policyholder interests by modifying guarantees

Published on 29 July 2016. By Jonathan Charwat, Associate and Matthew Griffith, Partner

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High Court uses its powers to ensure third party guarantees continue to apply in the same way following Part VII transfer

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Brexit - a legal analysis: Competition

Published on 28 June 2016. By Lambros Kilaniotis, Partner

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The implications for competition law and practice will very much depend on what form of Brexit the UK will end up negotiating. At one end of the spectrum the UK could join the European Free Trade Association and the European Economic Area, an avenue that is likely to generate the fewest changes. If the UK were to seek a total exit, falling back on World Trade Organisation (“WTO”) rules to continue trading with the EU, the potential changes would be more wide-ranging as outlined below.

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PRA gold plates EU audit committee requirements for significant insurers

Published on 21 June 2016. By Andrew Price, Senior Associate

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Is your audit committee PRA compliant? New PRA rules out this month require designated "significant" insurers to fill their audit committees solely with independent non-executive directors.

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"New" Third Parties (Rights Against Insurers) Act and what corporates need to know

Published on 31 May 2016. By Jonathan Charwat, Associate

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The Third Parties (Rights Against Insurers) Act 2010 and the late payment provisions in the Insurance Act 2015 changes are set out

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Insurance claims settlement services not VAT exempt

27 April 2016

The European Court of Justice (ECJ) has held in a recent case that claim settlement services provided on behalf of an insurance company by a Polish service provider were not exempt from VAT (Minister Finansów v Aspiro SA (Case C-40/15)).

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Insurance Block Exemption: does EC report signal beginning of the end?

Published on 18 March 2016. By Lambros Kilaniotis, Partner and Melanie Musgrave, Senior Associate

With just over a year to go before the current Insurance Block Exemption is due to expire (its expiry date is 31 March 2017), the European Commission has just published its Report on the Block Exemption's application.

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Tax treatment of insurance SPVs – a cure for all ILS?

Published on 09 March 2016. By Ben Roberts, Senior Associate

On 1 March 2016 the UK government published a consultation document on a new regulatory, corporate and tax framework for insurance linked securities (ILS) business.

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Solvency II: concerns raised by UK Treasury and Bank of England

Published on 15 February 2016. By Matthew Griffith, Partner

In only its second month after implementation, the effects of Solvency II have already been called into question by the UK Treasury and the Bank of England, due to its potential impact on long-term investment and the competitiveness of the EEA insurers.

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Selling, buying or investing: five practical tips for insurance broker M&A

Published on 20 January 2016. By Matthew Griffith, Partner

People who are well prepared and able to act quickly tend to do better in a buoyant M&A market and, with some sizeable recent transactions, continued interest from private equity, ongoing consolidation and some of the larger broking groups remaining interested at least in strategic plays, insurance broker M&A is likely to be just such a market in 2016.

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EIOPA recommendations to mobile phone insurance

Published on 15 January 2016. By Andrew Price, Senior Associate

The European Insurance and Occupational Pensions Authority's (EIOPA) recently published report on Consumer Protection Issues arising from the sale of Mobile Phone Insurance (MPI) makes a number of recommendations to address the gaps EIOPA found to exist between consumer expectations and European insurers' MPI products.

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HMT extends radical changes to Senior Managers and Certification Regime

29 October 2015

The Senior Managers and Certification Regime (SM&CR) along with the Senior Insurance Managers Regime (SIMR) were designed to improve personal responsibility within banks and insurers.

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Risky business? VAT exemption limits for would-be insurance intermediaries

Published on 08 October 2015. By Ben Roberts, Senior Associate

The latest case to consider the extent of the VAT exemption for "insurance intermediary" services has again highlighted the limits of the exemption.

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New FCA handbook and FS register: Welcome to 21st Century

11 September 2015

The FCA has updated and consolidated its Handbook and FS register.

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September 2015- New GAP Insurance Rules out

28 August 2015

On 1 September, new rules on GAP insurance come into force.

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Broker M&A – indemnity revisited

Published on 07 August 2015. By Jonathan Charwat, Associate

Last year, we reported on a High Court decision on the proper interpretation of an indemnity in a share sale agreement relating to an insurance broker.

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Misselling liabilities under portfolio transfers

16 June 2015

In 2006, a transferor and transferee entered into a portfolio transfer under Part VII of FSMA in respect of all of the transferor's general insurance business.

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Private Equity Acquisitions - Asset Stripping Rules

05 June 2015

It is almost a year since the Alternative Investment Fund Managers Directive (AIFMD) became fully effective in the UK.

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Claims handling review could lead to past business reviews

29 May 2015

The FCA's report on its thematic review into claims handling in the SME market highlights shortcomings but with reassuringly little sabre rattling.

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FCA finds shortcomings in premium finance services to insurance market

14 May 2015

The FCA published earlier this week its thematic review report on the provision of premium finance to retail general insurance customers.

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