MICHAEL GOLDMAN is co-leader of the firm’s global Insurance and Financial Services group and for many years was a member of Sidley’s Executive Committee.
Mike advises insurance industry clients in connection with acquisitions, divestitures and corporate reorganizations (including demutualizations, mutual holding company (MHC) conversions, and statutory divisions); the formation, capitalization and corporate financing of insurance companies and related ventures; the regulation of insurance holding company systems; the regulation of insurance company investment practices, including the use of derivative, structured finance, and similar strategies; the structure and regulation of alternative risk financing mechanisms and complex reinsurance arrangements, including insurance securitization and derivatives, loss portfolio transfers, insurance business transfers (IBTs), and commutations and the placement of insurance-linked securities; the structure of unique marketing and insurance distribution systems; and captive insurance companies, risk retention groups, structured self-insurance, and other alternative market mechanisms.
Mike also represents investment banks, commercial banks, private equity funds, investment advisers, derivatives dealers and other sectors of the financial services industry, with respect to insurance company relationships and transactions.
Among his professional accomplishments, Mike represented the first Illinois domestic mutual insurance company to demutualize under Illinois’ current demutualization statute, and he served as the Hearing Officer in connection with the largest MHC conversion filed under Illinois’ conversion statute. He authored the original National Association of Insurance Commissioners (NAIC) statutory accounting rules for insurance futures and options and has been appointed to industry advisory and technical resource committees to various NAIC Task Forces; he also has provided counsel to the Illinois Department of Insurance and other regulatory agencies regarding emerging insurance regulatory issues.
Mike has been recognized by clients and fellow lawyers as a “Leading Lawyer” in the field of insurance (transactional & regulatory) nationally and in Illinois by Chambers USA – America’s Leading Business Lawyers (since 2003). He is also recognized in the International Who’s Who of Insurance & Reinsurance Lawyers (2003, 2010–2015), The Legal 500 US (2012–2017) and was selected for inclusion in Illinois Super Lawyers (2005, 2007–2013) and The Best Lawyers in America (since 2006). In addition, Mike was named a BTI “Client Service All-Star” in 2016 and 2014.
Mike graduated with high honors from the University of Illinois with a Bachelor of Science degree in Accountancy and became a Certified Public Accountant in 1982 (inactive). He received his Juris Doctor degree, with honors, from Loyola University of Chicago School of Law in 1985.
One of the world’s largest alternative investment managers in the structuring and formation of a group captive for its various U.S. real estate investment partnerships and ownership vehicles.
Blue Cross Blue Shield of Michigan with respect to the structuring and implementation of its Advantasure and Covantage Health Partners platforms for effecting its overall Medicare Advantage joint venture strategy.
Several leading health insurance providers in the structuring and funding of a pharmacy solutions joint venture.
Kemper Corporation in its strategic M&A transactions, including the acquisitions of Infinity Property and Casualty for $1.6 billion and American Access for $370 million, as well as a wide range of insurance regulatory and investment matters, such as its multi-state response to unclaimed property audits and related examinations affecting its life insurance operations and the restructuring of its real estate holdings.
One of the world’s largest insurance companies on insurance regulatory and operational advice regarding U.S. state guidance relating to the COVID-19 pandemic.
Various insurtech startups, including Ventus Risk Management, a provider of AI-based coastal commercial property insurance solutions (in its formation and eventual sale to Arch Capital) and Pact Insurance, a shared-vehicle underwriting platform, as well as the venture investing arm of an international reinsurer.
American International Group (AIG) in connection with the formulation of its legacy business strategy, the structuring and implementation of Fortitude Re, the $476 million strategic minority investment by The Carlyle Group in Fortitude Re, and Fortitude Re in its subsequent $2.2 billion sale by AIG to The Carlyle Group and T&D Holdings. Mike also assisted AIG with various aspects of the financial crisis of 2008, including the structuring and closing of the sale of its personal lines operations to Zurich/Farmers Insurance Group.
Transatlantic Reinsurance Company in connection with the U.S. and global insurance regulatory and related aspects of its originally proposed merger transaction with Allied World Assurance, the unsolicited offer from Validus Holdings and its eventual merger agreement with Alleghany Corp. Mike also represented TransRe in the structuring and of its current UK and EU operations and its ground-breaking lead-follow arrangement with GenRe.
J.P. Morgan, Credit Suisse and other financial institutions in connection with the structuring and closing of various financing facilities for major life insurance companies, with respect to Regulations XXX/AXXX, and other mortality/longevity-based transactions.
Various mutual/non-stock insurance organizations with respect to specialized corporate governance and transformational transactions, including Blue Cross/Blue Shield of Michigan’s conversion to a not-for-profit mutual.
Member and past Chair of the Insurance Companies Committee and Regulatory Liaison Subcommittee of the Illinois CPA Society.
Chicago Bar Association, Insurance and Corporate Law Committees.
American Bar Association, Tort and Insurance Practice and Business Law Sections; committee on insurance company investments, former vice-chair; subcommittee on subsidiary and affiliate investments, former chair.
Lurie Children’s Medical Center (Chicago), Board of Directors and Executive, Audit & Compliance, Nominating & Governance, and Compensation Committees.
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