Tracy D. Williams

Williams, Tracy D.


Chicago +1 312 853 3664

One South Dearborn
Chicago, Illinois 60603
+1 312 853 3664

Admissions & Certifications

Tracy D. Williams


TRACY D. WILLIAMS is a partner with Sidley in Chicago. Her practice focuses on federal, international and state taxation of insurance companies and insurance-related transactions. She represents insurance companies in tax controversy matters including at IRS appeals, in administrative proceedings, and in litigation in state and federal courts. She advises insurance companies and investment banks in financings, restructurings, and acquisitions involving insurance companies, and regularly advises insurance company clients on federal and state income tax issues as well as premium, and retaliatory tax matters. In addition to the clients listed below, she has also recently represented and advised Athene Re, Allstate, USAA, Sentry, Kemper, Unitrin, Wilton Re, Mass Mutual, Genworth, and AIG, and serves as outside federal and state tax counsel to the Property and Casualty Insurers Association of America.

Ms. Williams is a member of the Board of Directors of the Insurance Tax Conference. Ms. Williams has been recognized in The Best Lawyers in America (2012–2017), Chambers USA (2011–2016), The Legal 500 U.S. (2010–2014), Tax Directors Handbook (2013–2014), and was named a 2014 “Women to Watch” honoree by Business Insurance.

Throughout her career, Ms. Williams has represented insurance companies in tax litigation matters involving issues of importance to the industry, including:

  • Validus Reinsurance, Ltd. v. United States, 2014 WL 462886 (D.D.C. 2014)(Case No. 1:13-cv-109-ABJ), in which the D.C. District Court ruled that the U.S. federal excise tax imposed under Section 4371 of the Code does not apply to retrocession contracts between foreign reinsurers.
  • United States Liability Insurance Company v. Department of Insurance, 2014 IL App (4th) 121125-U; 2014 Ill. App. Unpub. LEXIS 383, in which the 4th District Appellate Court invalidated a regulation of the Illinois Department of Insurance because it conflicted with the Illinois retaliatory tax statute.
  • State Farm Mutual Auto Insurance Co. v. Commissioner, (Dkt. No. 11-3478)(counsel to amici curiae), in which the Seventh Circuit relied upon the amicus brief in reversing the U.S. Tax Court’s decision that compensatory extracontractual obligations are not “losses incurred” for federal income tax purposes.
  • American Home Assurance Co. et al. v. Michigan Dep’t of Treasury (Dkt. Nos. 10-77-MT, 10-78-MT, 10-78-MT, 10-80-MT), in which the plaintiff successfully challenges the imposition of Michigan retaliatory tax. (Appeal pending.)
  • Zurich American Insurance Company et al v. State of Tennessee (Tennessee Claims Commission) and American Home Assurance Company et al. v. State of Tennessee (Tennessee Claims Commission), in which the plaintiff insurers challenge the imposition of Tennessee retaliatory tax. (Pending joint multiparty representation.)
  • Utah Medical Ins. Assn. v. Commissioner, T.C. Memo 1998-458, in which the U.S. Tax Court upheld a medical malpractice insurer’s estimate of its unpaid losses as “reasonable.”
  • Sun Life Assurance Co. of Canada v. Manna (Dkt. No. 04 CH 10905), in which the plaintiff alien insurer challenged the imposition of Illinois retaliatory tax on alien insurers violates the Foreign Commerce Clause of the U.S. Constitution.
  • Blue Cross and Blue Shield of Texas, Inc. v. Commissioner, 115 T.C. 148 (2000), involving the entitlement of an insurer to the "special deduction" for estimated salvage and subrogation recoverable.
  • Allstate Insurance Company, et al. v. State of Florida (Dkt. No. 04-492), in which the plaintiff insurers challenged the imposition of Florida retaliatory tax.
  • Milwaukee Safeguard Ins. Co. v. Selcke (Dkt No. 93 L 50663), in which the Circuit Court of Cook County ruled the state of Illinois’ attempt to impose retaliatory tax to replace the unconstitutional premium tax violated the Equal Protection Clause of the U.S. Constitution. (Joint multiparty representation.)
  • Sentry Insurance, A Mutual Company, et al. v. Zehnder, et al. (Dkt. No. 98 L 50264) in which the Circuit Court of Cook County ruled that the Illinois Income Tax Act required insurance companies to add back only 85%, not 100% of interest earned on federally tax-exempt bonds. (Joint multiparty representation.)
  • Milwaukee Safeguard Insurance Co., et al. v. Selcke, 179 Ill. 94 (Ill. S. Ct. 1997), in which the Illinois Supreme Court held that Illinois’ domestic preference premium tax violated the Uniformity Clause of the Illinois Constitution. (Joint multiparty representation.)
  • Allstate Insurance Company, Lumbermens Mutual Casualty Company et al v. State of Wisconsin (Case No. 06CV1473)(Dane County Circuit Court, 2007), in which the plaintiff insurers challenged the imposition of Wisconsin premium tax. (Joint multiparty representation.)
  • In the Matter of the Appeal of Wendy’s International, Inc., Docket No. 2006-3929-DT (Kansas Board of Tax Appeals, 2006), in which the plaintiff challenged the imposition of Kansas income tax on a captive insurer.
  • Nationwide General Insurance Company et al. v. Shapo et al., 263 Ill. Dec. 210, 767 N.E.2d 936 (4th Dist. 2002), in which the plaintiff insurers sought refunds of Illinois privilege tax that had been unconstitutionally collected. (Joint multiparty representation.)
  • Guardian Life Ins. Co. v. Ill. Dept. of Revenue (Ill. App. Court, 1st Dist. No. 1-01-4220) (2002), in which the plaintiff insurers challenged the imposition of Illinois income tax on life insurers’ income from municipal bond interest. (Joint multiparty representation.)
  • In the Matter of the Petitions of American Motorists Insurance Company et al. (DTA Nos. 822276, 822277 and 822305) (New York State Division of Tax Appeals), in which the plaintiff insurers challenged the imposition of New York franchise tax.
  • Allstate Insurance Company v. Illinois Department of Revenue (Dkt. Nos. 07 L 50330 and 09 L 50643), in which the plaintiff insurer challenged the imposition of Illinois income tax.

Ms. Williams has also recently been involved in the following transactions:

  • Representing Athene Holding in its $1.24 billion initial public offering of Class A common shares, which were listed on the New York Stock Exchange.
  • Acting as deal counsel in connection with the formation and $400 million committed private equity investment in Athene Holding Ltd. Athene, through its Bermuda insurance subsidiary and affiliated asset manager, will conduct annuity reinsurance business and provide related investment management services.
  • Representing Athene Holding in connection with the acquisition of Liberty Life Insurance Company from RBC, Investors Insurance Corporation from SCOR US, Presidential Life Insurance Company from its public shareholders, and Aviva USA from Aviva PLC, and the sale of Aviva USA’s life business to Global Atlantic.
  • Representing American International Group, Inc. in the sale of its 21st Century Insurance Group to Farmers Insurance Group, a unit of Zurich Financial Services, a transaction with a total enterprise value of approximately $2 billion.
  • Advising a large multinational insurance and asset management group in connection with a complex cross-border restructuring transaction.
  • Advising a major private equity investment fund in connection with its proposed purchase of unique nonlife insurance businesses.
  • Advising various domestic and foreign insurance groups in connection with stock and/or asset acquisitions of group and individual life, accident and health, annuity and reinsurance businesses in the U.S. and Canada.
  • Advising domestic and foreign insurance groups in connection with the structuring, formation and domicile of domestic and foreign life, annuity, property and mortgage insurers.
  • Representing insurance companies and investment banks in connection with the structuring of life insurance reserve funding transactions, including funded and unfunded XXX and AXXX securitizations.
  • Advising insurance companies and investment banks in connection with the creation of alternative risk transfer solutions (including catastrophe bonds), the issuance of equity, surplus notes, and other debt, and the development of novel and unusual insurance-related transactions.
Memberships & Activities
  • Member of the Board of Directors, Insurance Tax Conference
  • ABA Tax Section, Vice-Chair, Insurance Companies Committee
  • Served on IRPAC from 1999-2000 
News & Achievements
  • "Red Hot Topics." "Global Economic Outlook." "Tax and Non-Tax Aspects of Investments in Alternative Assets." 38th Annual Insurance Tax Conference (Rosemont, Ill., November, 2013).