Melanie James is a partner in Corporate & Financial Services Department and a member of Willkie’s Insurance Transactional and Regulatory Practice Group. Melanie is an insurance sector leader with over 20 years' experience handling (re)insurance transactional, commerical and regulatory matters, gained both in-house and in private practice. She uniquely combines her experience across these disciplines to provide her clients with exceptional and very well-informed advice. Melanie advises on all aspects of non-contentious insurance transactions including domestic and cross-border M&A (both buy and sell side), joint ventures, reorganizations (including SE and cross-border mergers), portfolio transfers and complex reinsurance transactions, international distribution arrangements as well as structuring, formation and licensing of (re)insurance platforms and PRA, FCA and Lloyd's regulation.
Melanie was recognized in The Lawyer's prestigious “Hot 100” list for 2020, was also shortlisted for “Insurance Leader of the year” at the Women in Finance Awards 2019 and featured as a UK Rising Star for M&A by Legal Week in 2016.
Melanie is ranked in Chambers UK 2022 for Non-Contentious Insurance and recognised by Legal 500 (2022) for Insurance: Corporate and Regulatory, with clients describing her as “outstanding in that she combines commercial sense, transaction related experience and regulatory know-how while also recognizing different cultural approaches when dealing on international transactions”.
Melanie has advised on the following selected significant matters*:
- Pelican Ventures, on its joint investment with J.C. Flowers and Berkshire Hathaway into the Lloyd’s market involving the acquisition of the Ariel Re platform, related quota share and syndicate management rights from Argo Group (ARGO), and simultaneous corporate member support to Apollo Management.
- Liberty Mutual on its transfer by way of quota share to Enstar of its $420 million legacy US energy liability, US construction liability and US homebuilders liability insurance portfolios written out of LMIE’s London branch.
- Liberty Mutual on the reinsurance-to-close to Riverstone of the legacy liabilities for the 2018 and prior years of account of Syndicate 4000.
- Liberty Mutual on the structuring and implementation of its Brexit reorganization involving a complex SE merger and seat transfer of LMIE to Luxembourg and set up and authorization of its UK branch.
- Zurich Insurance group on a number of confidential transactions across Europe, the UK, and Asia.
- Zurich Insurance Company on the sale by way of portfolio transfer in the Netherlands of certain businesses to Turien & Co.
- Zurich Insurance Group on the transfer of its general insurance business; Eagle Star, to RiverStone Insurance (UK) through a successful competitive auction sale.
- AIG on the sale of its Greek intermediary operations.
- A European life insurance consolidator on the proposed reinsurance and follow-on acquisition of a Belgian life insurer; and the disposal of its Belgian non-life insurance business to a pan-European composite insurance company, valued in excess of €3 billion.
- A Chinese multinational conglomerate on its proposed acquisitions of a majority shareholding in two separate Greek insurers in excess of €1 billion each from two Greek state-owned banks, including complex bancassurance arrangements.
- Oaktree backed Marco Capital on its first legacy transaction acquiring British Reserve Insurance Company Limited from Allianz.
- Marco Capital on its transformational acquisition of Capita plc’s insurance business – Capital Commerical Insurance Services and Capita Managing Agency.
- Marco Capital on its acquisition of Guernsey based Humboldt Re.
- Marco Capital on its acquisition of Isle of Man based Captive VA Insurance Services Limited.
- Fosun on its investment in Ironshore and its later acquisition for approximately €3 billion and disposal of the entire group.
- Compre on its acquisition of the UK and US branch business of Generali - a transformative deal for Compre due to its size and complexity prompted by the regulatory requirements of the jurisdictions involved.
- CBPE and the Management team of Compre on its sale to Cinven and British Columbia Investment Management Corporation.
- A €300 million joint venture and bancassurance transaction for a preferred bidder in the auction process for the sale of Eurolife (the third largest insurer in Greece) by Eurobank.
- Aetna on its merger with the largest pharmacy corporation in the US (CVS), involving global regulatory advice and advice on change in control approvals for the Aetna regulated insurer and insurance intermediary entities in the UK, Ireland, Bermuda, Canada, UAE, Hong Kong and Singapore, Indonesia and PRC.
- Saudi Re in relation to its acquisition of a 49.9% stake in Probitas (Bermuda) Limited, the holding company of the Lloyd's corporate member Probitas Corporate Capital, in connection with the removal of all of Istmo Re Group's interests in the Lloyd's underwriting syndicate "Probitas 1492".
- ARAG on the acquisition of DAS’s Irish branch by way of a portfolio transfer (and related LPT reinsurance arrangements).
- Multiple European insurance and insurance intermediary groups on complex restructurings and contingency planning in connection with Brexit, including Multi-state reviews and selection of most appropriate EEA jurisdictions; Set up and authorisation of new insurer and insurance intermediary (including brokers, coverholders and Lloyd's service companies) entities and branches; Licensing and passporting issues; SE mergers and redomiciliations and portfolio transfers; and regulatory and compliance issues raised by new operating structures.
- The Warranty Group (target) on its $1.5 billion sale by Onex to the TPG Group.
- Amlin plc on its pan-European restructuring involving the cross-border merger of a UK and a Dutch insurer to create a new Societas Europaea.
- Compre on its corporate reorganization involving the cross-border merger of a UK and French insurer to form a new Societas Europaea.
- Habib Bank AG Zurich on its intra-group restructuring by way of Part VII transfer.
*Melanie advised on these matters prior to joining Willkie.
Prior to joining Willkie in 2021, Melanie was a partner and Global Co-Chair, Insurance Sector at another international law firm. Prior to that, she spent eight years within a global corporate insurance group at a New York headquartered international law firm and was previously Head of Operations and a Director of a Lloyd's Broker in the City of London.