SCOTT J.F. GOLDSTEIN is of counsel in Sidley’s Chicago office. His practice encompasses a wide variety of regulatory and corporate matters relating to the insurance industry, with particular focus on insurance company investment transactions and the use of insurance products in acquisition and divestiture transactions.
Scott has represented various insurance companies, investment banks, and derivatives dealers with respect to insurance company investment transaction structures. He also has represented various insurance and financial services entities in a variety of other regulatory matters including with respect to the insurance holding company systems act, insurance producers and administrators, and reinsurance and alternative risk financing structures. Further, he has represented various Sidley clients in the structuring, use, and negotiation of insurance products covering the transfer risk associated with acquisition and divestiture transactions, including representation and warranty insurance. In addition, he has advised insurance industry clients in connection with mergers and acquisitions, divestitures, corporate reorganizations, joint ventures, venture capital transactions, complex reinsurance structures, alternative transaction structures and other financial transactions.
- Assist investment banking client with structuring investments that are attractive to the insurance industry from a regulatory, statutory accounting and capital perspective.
- Represent an insurance institution in an internal securitization designed to allow the insurance companies therein to hold existing investments in a capital efficient manner.
- Represent an insurance institution in structuring and documenting investment policies and procedures across affiliated entities.
- Represent an insurance company in structuring a derivatives trading programs and draft a derivative use plan.
- Assist an insurance institution in structuring and documenting alternative and structured investment.
- Advise a financial institution as to the investment regulatory aspect of insurance companies participating in certain investment transactions.
- Advise an insurance institution as to the holding company systems act implications of various transactions, including investment transactions, involving multiple entities within the insurance institution.
- Advise an investment banking institution as to the effect of state insurance company insolvency regulations on counterparty credit risk.
- Represent a seller in a divestiture transaction on the use and structuring of representation and warranty insurance and other transactional insurance to reduce post-closing liabilities.
- Represent a buyer in an acquisition transaction on the structuring and documentation of representation and warranty insurance, and other transactional insurance, as well as negotiate the terms of any such insurance contracts.
- Represent a mutual insurance company in its subscription rights demutualization and sale transaction.
- Represent a mutual insurance company in a merger transaction with another mutual insurance company.
- Represent various insurance companies in acquisition and sale transactions.
- Represent various insurance agencies and insurance third party administrators in acquisition and sale transactions.
Admissions & Certifications
- Chicago-Kent College of Law, Illinois Institute of Technology, J.D., 1994
- University of Illinois, B.A., 1991