Thomas Welsh

Partner

Sacramento, San Francisco

Tom Welsh is a nationally recognized insurance regulatory and policy attorney with more than 26 years of expertise in the areas of insurance regulation, insurance insolvency and insurance-related transactions and litigation. He is frequently called upon both by regulators and industry to solve vexing challenges with financially troubled insurers, and by technology driven start-ups launching ventures that touch the insurance space.   

His insurance insolvency practice has involved the continuous representation of the California Insurance Commissioner and the Commissioner's Conservation & Liquidation Office for more than 25 years in the conservation, rehabilitation and liquidation of several multibillion-dollar California insurers.

He has also represented numerous emerging and disruptive tech companies as they navigate complex regulatory issues. He works for finance clients on insurance related investments, life settlements portfolios, and residential real estate markets.

  • A sampling of Tom's notable insurance engagements include the following:

    • CastlePoint National Insurance Company in Conservation (The Tower Group). Tom is lead outside counsel to the California Insurance Commissioner on the development of a complex plan to resolve and ultimately liquidate the 10 insurance company members of the Tower Group. The plan involved the pre-conservation merger of 10 companies domiciled in 6 states into California-based CastlePoint National Insurance Company, followed by the simultaneous filing of conservation proceedings for CastlePoint and a plan to facilitate an orderly, efficient and value-added wind-up of the Tower Group’s legacy insurance liabilities.
    • Insurance Related Technology Start-ups. Tom advises a number of technology driven disruptive start-ups that are producing extraordinary, consumer friendly changes to insurance markets across the country. Tom helps start-ups chart a compliance oriented path through the heavily regulated insurance space while facilitating innovation in the delivery of insurance products and services. This aspect of Tom's practice draws on strong relationships with insurance regulators around the country and Orrick's unique nationwide state legislative network that can effect legislative solutions to legacy statutory restrictions on innovative business models.
    • Majestic Insurance Company in Conservation & Rehabilitation. Tom was lead counsel to the California Insurance Commissioner in connection with the successful pre-packaged rehabilitation of Majestic Insurance Company, a monoline California workers' compensation company in San Francisco. The Plan, which was approved and closed on an expedited basis, resulted in the complete protection of all of Majestic's policyholders and injured worker claimants, and the preservation of Majestic's tax assets.
    • PMI Mortgage Insurance Company. Tom acted as special tax and restructuring counsel to the Director of the Arizona Department of Insurance as receiver of PMI Mortgage Insurance Company and assisted the Receiver in resolving complex tax related disputes with PMI’s bankrupt parent company, The PMI Group. The settlement involved the deconsolidation of PMI from the parent’s consolidated taxpayer group, and the preservation of more than a $1 billion of tax assets for PMI.
    • Ambac Assurance Corporation (Segregated Account) in Rehabilitation. Tom represented an international bank in connection with claims and disputes arising from the simultaneous creation and seizure of a "segregated account" of Ambac Assurance Corporation, a failing financial guaranty insurer domiciled in Wisconsin.  
    • Fremont Indemnity Company in Liquidation. Tom represents the California Insurance Commissioner as the liquidator of Fremont Indemnity Company. Prior to being placed into run-off in 2002, Fremont was among the largest workers' compensation insurer groups in the nation. Tom acted as General Counsel of the conserved insurance companies, and was lead counsel to the Insurance Commissioner in several lawsuits alleging fraud, fraudulent conveyance and preference claims against Fremont Indemnity's corporate parents and others, primarily arising from intercompany tax sharing agreements and the treatment of Fremont Indemnity's valuable tax attributes (more than $1 billion in net operating loss carry-forwards).
    • Superior National Insurance Companies in Rehabilitation & Liquidation. Tom represented the California Insurance Commissioner in the conservation, rehabilitation and liquidation of the five insurance company subsidiaries of the Superior National Insurance Group. Collectively, the Superior National Insurance Companies constituted the largest private writer of workers’ compensation insurance in the State of California at the time of their failure. Tom, as acting General Counsel, was the lead attorney in negotiating the sale of Superior National’s renewal rights to the Kemper Insurance Companies and in the resolution of a variety of tax disputes (concerning NOLs and related tax attributes) and other operating issues arising from the liquidation of these insurers.
    • Golden Eagle Insurance Company in Rehabilitation & Liquidation. Tom represents the California Insurance Commissioner in the conservation, rehabilitation and liquidation of Golden Eagle Insurance Company of San Diego. The rehabilitation of Golden Eagle consisted of a sale of Golden Eagle's renewal rights and all operating assets to Liberty Mutual and a $1.8 billion reinsurance program that provided for full and timely payment of all policyholder claims.
    • First Capital Life Insurance Company in Rehabilitation & Liquidation. Tom represented the Insurance Commissioner as Conservator of First Capital Life Insurance Company of San Diego, a nearly $4 billion in-assets life insurer conserved by the Commissioner in May of 1991. Tom was responsible for, among other things, oversight of in-house legal and compliance departments and litigation management. Tom participated in the negotiation and implementation of a comprehensive rehabilitation plan for First Capital Life which culminated in $3.5 billion assumption reinsurance transaction with Pacific Life in December of 1992. Under the plan, all policyholders and general creditors were paid in full on their claims.

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