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Business Transaction Services
The firm's transactional practice includes the negotiation and
preparation of letters of intent, acquisition and sale agreements, marketing agreements,
agency agreements, administrative service agreements, reinsurance agreements and other
documents necessary to effect transactions between financial service providers, including
transactions between banks and insurance companies. As a key component of our representation,
we assist our clients in structuring such transactions to comply with applicable state
and federal insurance, securities and banking laws, and work with them to meet their
business goals within the framework of such laws. We also structure joint venture and
marketing arrangements between financial institutions and insurance agencies.
In addition, Bricker & Eckler LLP advises financial service
providers in the following matters:
- Mergers and acquisitions
- Letters of intent
- Definitive purchase agreements
- Due diligence
- Forms A, B, C, & D
- SEC exemptive applications and "No Action" requests
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- Commercial lending investments
- Merger commissions
- Reinsurance agreements
- Purchase & sale of blocks of business
- Formation of investment companies
- Conversion and reorganization of mutual insurers
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Business Transaction Experience and Representations
Our recent work includes:
Representing several insurance companies in obtaining approval of Form A filings authorizing change of control of Ohio domiciled insurers.
Counseling a large insurance company with respect to its reporting obligations related to the various organizations affiliated with it concerning disclosure of control deficiencies both internally and externally to the state departments of insurance.
Conducting in-house director training seminars for insurance organizations of all sizes on director and officer responsibilities, as well as duties, roles, and responsibilities of directors when their organization is involved in a merger or acquisition.
Conducting training for state department of insurance examiners on director responsibility and fiduciary duties.
Representing an Ohio company in connection with the acquisition of all of the capital stock of a Texas-domiciled life & health company.
Representing a client in its acquisition of control of an out-of-state HMO.
Providing Ohio counsel "true sale" opinions for large life insurance company in mortgage sale transactions, some as bulk sales and the rest in loan participation transactions.
Representing an affiliate of a large insurance company in several acquisitions of companies in fields related to the insurance company's business.
Additional Insurance Services
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