JAMES PHYTHIAN-ADAMS’ main areas of practice are corporate, commercial and regulatory work for insurance companies, insurance intermediaries, Lloyd’s managing agencies and Lloyd’s syndicates.
He advises on a wide variety of non-contentious legal and insurance regulatory matters, including ILW; ILS; life and longevity; insurtech; distribution; MGA and coverholder formation, operation and incubation; Lloyd’s turn-keys; insurance company formation, acquisition, governance, compliance and disposal; branch set-up; subsidirization; international licensing; and Lloyd’s, PRA, FCA and other compliance issues.
Recent experience includes advising:
- Athene Holding in connection with its proposed merger with Apollo Global Management.
- Great Hill Partners in connection with its acquisition of Notonthehighstreet, a UK curated online marketplace.
- GIC in connection with a US$1 billion investment in Convex Group, led by GIC and Onex Partners.
- Munich Re on a reinsurance swap transaction with the Willis Pension Scheme, providing longevity protection in respect of approximately £1 billion of pension liabilities.
- Munich Re in connection with a reinsurance swap transaction with NN Life of the Netherlands, providing longevity protection in respect of €3.8 billion of pension liabilities referable to over 43,000 pensioners and dependents.
- Athene Holding on insurance regulatory matters in its US$1.55 billion sale of common shares to Apollo Global Management.
- Cincinnati Financial Corporation on its acquisition of MSP Underwriting at Lloyd’s from Munich Re.
- Apollo Global Management on its US$2.6 billion acquisition of publicly traded Aspen Insurance Holdings Limited.
- The Navigators Group on its $2.1 Billion Sale to Hartford.
- On numerous Lloyd’s turn-key transactions in respect of the establishment of new syndicates (including special purpose arrangements) and incubation of new Lloyd’s managing agencies.
- On the remediation of the compliance function of a dual-platform Lloyd’s and company market insurance group.
- Insurers and intermediaries on strategic options and implementation of reorganizations to optimize group structures in the context of Brexit.
- Various ILS funds on the establishment of a special purpose syndicate providing sidecar capacity to Barbican Syndicate 1955 at Lloyd’s.
- A major insurance group on an internal group reorganization, including an insurance business transfer from Germany to the UK.
- On the establishment of Kelvin Re, an AM Best A-rated reinsurer with an initial US$600 million capitalization.
- Munich Re on a reinsurance deal with Aviva Life & Pensions UK Ltd in respect of the £5 billion Aviva Staff Pension Scheme longevity swap.
- Arch on the acquisitions of Axiom Underwriting Agency and Resource Underwriting Pacific.
- Hastings Insurance Group as UK regulatory counsel on its successful placement of £416.5 million senior secured bonds.
- Insurers on strategic options and implementation of reorganizations, including insurance company formation, to optimize group structures in light of Solvency II.
- Leading insurance groups on bancassurance transactions in Europe and Asia.
- Massachusetts Mutual Life Insurance in respect of its investments in Rothesay Life.
- The Hartford on the US$285 million sale of Hartford Life International Limited (its UK variable annuity business) to Berkshire Hathaway Inc.’s Columbia Insurance Company.
- Flagstone Reinsurance on the sale, by auction, of its Lloyd’s operation to ANV Holdings.
James was ranked by Chambers UK 2021 for Insurance: Non-contentious, with sources describing him as “very knowledgeable as well as being great to work with.” Sources of the 2021 edition also say “He provides top-quality drafting and is excellent at delivering complex deals to tight timescales.”