Dewey & LeBoeuf

James R. Dwyer

Partner

Jim Dwyer is the Managing Partner of Dewey & LeBoeuf's Chicago office and frequently serves clients from the firm’s New York office. For over 30 years, Mr. Dwyer has advised on insurance company sales, mergers and acquisitions, financings, securitizations and recapitalizations; bulk reinsurance (including indemnity reinsurance and coinsurance, modified coinsurance and assumption reinsurance structures); business transition and renewal rights transactions, insurance holding company act transactions; transactions involving insolvent insurance companies and state guaranty associations; company governance issues; insurance regulation; general corporate matters; and related regulatory and judicial proceedings. Mr. Dwyer has represented market leading companies on some of the largest mergers, acquisitions and divestitures in the insurance industry. Over the course of his career, Mr. Dwyer has been recognized as a leading practitioner in insurance transactional, regulatory and financing matters by such organizations as Chambers USA, The Best Lawyers in America, International Who's Who of Business Lawyers, International Who's Who of Insurance and Reinsurance Lawyers, World's Leading Insurance and Reinsurance Lawyers, Legal 500 US, Leading Lawyers in Illinois and Top Corporate Lawyers in Illinois.

Representative Matters

The Board of Directors of FBL Financial Group, Inc. in its $471 million sale of EquiTrust Life Insurance Company to Guggenheim Partners LLC;
AEGON NV in its sale of Transamerica Reinsurance to SCOR SE for $1.4 billion;
Lincoln National Corporation in its $7.5 billion merger with Jefferson-Pilot Financial Corporation;
Munich Re Group in its $1.3 billion acquisition of The Midland Company;
Markel Corporation in its acquisition of Aspen Holdings, Inc. for cash consideration of $135 million plus certain contingent valuation rights;
Munich Re Group in its $747 million acquisition of The Hartford Steam Boiler Group from AIG;
Securian Financial Group, Inc. in connection with its acquisitions of Balboa Life Insurance Group from Bank of America and of American Modern Life Insurance Company and Southern Pioneer Life Insurance Company from American Modern Insurance Group, Inc.;
Member of Dewey & LeBoeuf teams advising MetLife in its $15.5 billion acquisition of AIG's American Life Insurance Company and its $11.8 billion acquisition of Citigroup's Traveler's Life & Annuity Company;
The Guardian Life Insurance Company of America in its $400 million surplus note offering;
MetLife Reinsurance Company of Vermont and MetLife, Inc. in connection with a $350 million letter of credit facility to provide funding support for triple X and A-triple X reserves;
Special counsel to The Hartford Financial Services Group in connection with Allianz's $3 billion investment in The Hartford;
MetLife in the sale of its 401(k) business to Great-West Life & Annuity and the transfer of certain workers compensation business to The Travelers Indemnity Company;
The Hanover Insurance Group in its sale of First Allmerica Financial Life Insurance Company to Commonwealth Annuity and Life Insurance Company;
Hartford Life Insurance Company in its acquisition of the annuity, life and investment businesses of the Fortis Financial Group for $1.1 billion; the group benefits division of CNA Financial Corporation for $570 million; various blocks of life and annuity business from Confederation Life, Fidelity Bankers Life, Investors Equity Life of Hawaii, Mutual Benefit Life and Pacific Standard Life, and in the sale of its cancer and dread disease business to AIG for an undisclosed amount;
Munich Re Group in its $352 million acquisition of Sterling Life Insurance Company and Olympic Health Management Systems, Inc. from Aon Corporation;
National Life Insurance Company in its $200 million surplus note offering;
The Guardian Life Insurance Company of America in its acquisition of a controlling interest in eMoney Advisor LLC and in the termination of its small medical group joint venture with Health Net, Inc.;
Scottish Re Group Ltd. in various Regulation XXX securitizations, capital markets transactions and reinsurance transactions, including the $2.1 billion Ballantyne Re securitization and $455 million Orkney Re II securitization;
Centene Corporation in its acquisition of Celtic Insurance Company;
General Electric Company and Genworth Financial in a $24.2 billion reinsurance and $1.86 billion capitalization of Union Fidelity Life Insurance Company to facilitate the initial public offering of Genworth Financial;
Aetna in the sale of its individual life insurance business to Lincoln Financial Group for $1 billion and its acquisition of blocks of business from Confederation Life and Mutual Benefit Life;
Genworth Financial in various XXX and AXXX securitization transactions; the acquisition of Signature Financial/Marketing Group from Montgomery Ward for $885 million; various reinsurance or servicing transactions involving blocks of debit life, term life and long-term care insurance, and various insurance holding company act transactions;
Aurora National Life Assurance Company in the reinsurance of over $3 billion of life and annuity reserve liabilities with Swiss Re Life & Health America, Inc.; and
ING Groep, NV, as special counsel relating to ING's sale of its US individual life reinsurance business to Scottish Re Group Ltd.

Selected Activities

Speaker, Material Adverse Change Clauses: Current Deal and Enforcement Trends (2009)
Speaker, CLE Presentations on Acquiring Business by Reinsurance and Reinsurance Credit Rules (2007)
Speaker, ACI's Second National Forum on Reinsurance Agreements, New York (2006)
Speaker, Global Life Insurance Securitization Conference, New York (2006)
Speaker, CLE Presentation on Finite Risk Insurance and Reinsurance (2006)

Awards and Recognition

Chambers USA (Insurance Transactional and Regulatory)
The Best Lawyers in America
Legal 500 US
The International Who's Who of Business Lawyers
The International Who's Who of Insurance and Reinsurance Lawyers
World's Leading Insurance & Reinsurance Lawyers
Who's Who Legal: Illinois (Insurance and Reinsurance)
"Leading Lawyer" in Illinois for Insurance, Mergers & Acquisitions, and Reinsurance Law
Top Corporate Lawyers in Illinois
Rated "AV" Preeminent (5.0 out of 5 Peer Review Rated) by Martindale Hubble