Reinsurance and Corporate Transactions

In domestic and foreign business transactions, the Firm advises on the most tax-efficient terms and structure to achieve the business goals. Supporting tax opinions, memoranda, requests for IRS rulings, and advice on tax return positions are prepared and provided as needed to help clients implement their transactions.


The Firm advises on the tax issues arising in various types of reinsurance arrangements. The work includes representing insurance companies in acquisitions and dispositions of large blocks of domestic insurance business as well as restructuring significant blocks of foreign insurance contracts. The Firm has significant experience:

  • Applying the capitalization rules of I.R.C. § 848 to various types of reinsurance transactions;
  • Addressing the various issues relating to the determination and deductibility of a ceding commission and the issues raised by a negative ceding commission;
  • Applying the special reinsurance rules of I.R.C. § 197 intangibles; and
  • Applying the provisions of the tax law to all types of reinsurance from routine coinsurance to esoteric finite reinsurance transactions.

The Firm represents many clients in acquisitions and dispositions of all types of companies or assets. The attorneys provide counsel on the due diligence process, structuring of the transaction, negotiation of the terms, preparation and review of the related documents, and implementation of the transaction. The Firm advises on a range of acquisition issues including:

  • Tax-free reorganizations and incorporations;
  • Demutualizations;
  • Taxable and tax-free spin-offs both within and outside a consolidated group;
  • Taxable asset acquisitions, including acquisitions involving I.R.C. § 338 elections, I.R.C. § 1060 provisions and the Subchapter L reinsurance rules;
  • Impact of consolidated return regulations on all transactions; and
  • Deductibility of expenses relating to acquisitions, dispositions and reorganizations.

The Firm has extensive experience in applying the rules of I.R.C. § § 338 and 1060 to the acquisitions of insurance companies and businesses. The Firm filed comments with the IRS and Treasury Department on behalf of the Alliance of American Insurers, American Insurance Association, National Association of Independent Insurers, National Association of Mutual Insurance Companies, and the Reinsurance Association of America regarding the application of I.R.C. § § 338 and 1060 to insurance companies. A member of the Firm presented testimony at the government hearing on the proposed regulations.


The Firm also has extensive experience in advising clients on transactions seeking the most advantageous results under the unique rules on the filing of a consolidated life-nonlife return.