Corporate Reorganizations and Insurance Rights

An important element of any successful corporate transaction is the correct determination of whether — or how — insurance coverage continues following the closing of the deal. When disputes arise over such coverage, clients need legal counsel with experience in insurance law, corporate matters and commercial litigation.

Our deep understanding of how corporate mergers, acquisitions and reorganizations affect the insurance rights of corporate insureds places us at the forefront of the industry. We have successfully obtained rulings in favor of insurer clients from many courts that insureds may not assign insurance rights to new corporations or third parties without insurer consent and that insurance may not be transferred by operation of law. We also have successfully obtained precedent-setting rulings establishing that dissolved corporations cannot be sued in violation of state law barring suits against them, even where insurance policies allegedly remain unexhausted, and that insurance policies may not be treated as an “asset” or fund available to claimants in the absence of actual tort judgments against insureds.

Representative Experience

  • Represented the prevailing insurer in a precedent-setting case argued in the California Supreme Court, which ruled that insurance rights are contractual and may only be assigned as the contract permits, not by operation of law, rejecting a prior Ninth Circuit prediction of California law.
  • Represented a dissolved Illinois corporation before the Ohio Supreme Court, obtaining a ruling that the U.S. Constitution requires Ohio to give effect to Illinois corporation law barring new suits against dissolved Illinois corporations and that liability insurance policies are not assets that tort claimants can attach absent a judgment against the insured.
  • Obtained summary judgment in an environmental insurance coverage action in New Jersey state court, in which the court ruled that the insured’s assignment of insurance policies to a corporate affiliate was invalid absent consent of the insurer.

Rankings & Recognition

  • Chambers USA - Insurance: Dispute Resolution: Insurer – Nationwide (2007-2016)
  • Chambers USA - Insurance: Insurer – District of Columbia (2005-2016)
  • Chambers USA - Insurance: Dispute Resolution – Illinois (2008-2016)
  • Chambers USA - Insurance: Insurer – California (2007-2016)
  • U.S. News & World Report - Best Law Firms: Insurance Law – National (2010-2016)
  • U.S. News & World Report - Best Law Firms: Insurance Law – Metropolitan Washington, DC (2010-2016)
  • U.S. News & World Report - Best Law Firms: Insurance Law – Metropolitan Richmond (2010-2016)
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