<![CDATA[The Practice Manual]]>9bdada3e-7846-59b8-a64d-700f3c5fc6f4Tue, 23 Jun 2026 04:15:16 +0000Captivate.fmSkadden, Arps, Slate, Meagher & Flom LLP and Affiliateshttps://artwork.captivate.fm/adf150dc-b042-42d6-9a32-4669d3017aca/The-Practice-Manual-podcast-cover-art.jpgThe Practice ManualSkadden, Arps, Slate, Meagher & Flom LLP and AffiliatesSkadden, Arps, Slate, Meagher & Flom LLP and AffiliatesIntroducing “The Practice Manual,” a new podcast series hosted by Robert Chaplin alongside guests from Skadden’s Financial Institutions Group and other practices across the firm. An evolution of our previous series, “The Standard Formula,” which explored the regulatory and prudential solvency themes shaping the global (re)insurance sector, “The Practice Manual” will provide viewers with practical, step-by-step considerations on numerous reinsurance sector topics - such as the process of setting up a life insurance sidecar, performing a reinsurance-to-close transaction at Lloyd's, and how to continue to successfully navigate the global regulatory landscape.https://www.skadden.com/insights/podcasts/the-practice-manualfalseepisodic9fab5b80-5617-11f1-bf61-b758d4874f21nopodcastNoncompete and Nonsolicitation Clauses in Insurer and Insurance Brokerage M&ANoncompete and Nonsolicitation Clauses in Insurer and Insurance Brokerage M&AIn insurer and insurance brokerage M&A, the value of a business often lies in its people, client relationships and origination capabilities, making noncompete, nonsolicitation, nondealing and nonpoaching restrictions a critical part of deal protection. On this episode of “The Practice Manual,” host Rob Chaplin is joined by colleagues Caroline Jaffer, Helena Derbyshire and Damian Babic to examine how these restrictive covenants operate in practice, the differences between vendor and employment covenants and the U.K. enforceability principles that require restrictions to be carefully tailored to a legitimate business interest. The panel also explores practical risks that can arise in transactions, including TUPE-related issues in asset deals, team moves and post-acquisition hiring, as well as potential U.K. reforms to employment noncompetes.

Key Points

  • Restrictive covenants are contractual provisions that restrict what a seller can do after a sale. To protect the goodwill in a business being sold and stop the seller from competing with the target for a defined period, companies utilize noncompetes, nonsolicitation, nondealing and nonpoaching clauses.
  • In the employment context, stricter rules apply, including with regard to what legitimate business interests justify the clauses. The panel also examine why a one-size-fits-all approach is a recipe for unenforceability, as well as some of the less obvious risks in insurance M&A, including Transfer of Undertakings (Protection of Employment) (TUPE) transfers, and the litigation risk arising from team moves and hiring individuals subject to known restrictions.
  • The U.K. government has issued a consultation paper on reforming noncompete clauses, including proposals for a statutory three-month cap, a complete ban and salary threshold restrictions. The panel assesses what the changes would mean in practice for insurance M&A and the creative retention strategies — such as deferred consideration, earn-outs and enhanced garden leave — that may become increasingly important to consider.

Connect and Learn More

☑️ Robert Chaplin | LinkedIn

☑️ Helena Derbyshire | LinkedIn

☑️ Caroline Jaffer | LinkedIn

☑️ Damian Babic | LinkedIn

☑️ Skadden | LinkedIn | X | Facebook

☑️ Subscribe Apple Podcasts | Spotify | Amazon Music

“The Practice Manual" is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

]]>In insurer and insurance brokerage M&A, the value of a business often lies in its people, client relationships and origination capabilities, making noncompete, nonsolicitation, nondealing and nonpoaching restrictions a critical part of deal protection. On this episode of “The Practice Manual,” host Rob Chaplin is joined by colleagues Caroline Jaffer, Helena Derbyshire and Damian Babic to examine how these restrictive covenants operate in practice, the differences between vendor and employment covenants and the U.K. enforceability principles that require restrictions to be carefully tailored to a legitimate business interest. The panel also explores practical risks that can arise in transactions, including TUPE-related issues in asset deals, team moves and post-acquisition hiring, as well as potential U.K. reforms to employment noncompetes.

Key Points

  • Restrictive covenants are contractual provisions that restrict what a seller can do after a sale. To protect the goodwill in a business being sold and stop the seller from competing with the target for a defined period, companies utilize noncompetes, nonsolicitation, nondealing and nonpoaching clauses.
  • In the employment context, stricter rules apply, including with regard to what legitimate business interests justify the clauses. The panel also examine why a one-size-fits-all approach is a recipe for unenforceability, as well as some of the less obvious risks in insurance M&A, including Transfer of Undertakings (Protection of Employment) (TUPE) transfers, and the litigation risk arising from team moves and hiring individuals subject to known restrictions.
  • The U.K. government has issued a consultation paper on reforming noncompete clauses, including proposals for a statutory three-month cap, a complete ban and salary threshold restrictions. The panel assesses what the changes would mean in practice for insurance M&A and the creative retention strategies — such as deferred consideration, earn-outs and enhanced garden leave — that may become increasingly important to consider.

Connect and Learn More

☑️ Robert Chaplin | LinkedIn

☑️ Helena Derbyshire | LinkedIn

☑️ Caroline Jaffer | LinkedIn

☑️ Damian Babic | LinkedIn

☑️ Skadden | LinkedIn | X | Facebook

☑️ Subscribe Apple Podcasts | Spotify | Amazon Music

“The Practice Manual" is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

]]>dac3bebc-d38d-4d1e-98bf-72e8fc97fa10Tue, 23 Jun 2026 00:15:00 -040020:27falsefull1331Lloyd’s Reinsurance to Close (RITC) AgreementsLloyd’s Reinsurance to Close (RITC) AgreementsOn the second episode of "The Practice Manual," host Robert Chaplin is joined by colleagues James Pickstock, Feargal Ryan and Richi Kidiata to examine reinsurance-to-close (RITC), a vital mechanism of the Lloyd's of London insurance market. The team examines what an RITC entails, including why they sit at the heart of Lloyd's three-yearly accounting process and assess timing, regulatory and operational considerations. The conversation also covers the three principal kinds of RITC and the steps involved in executing an RITC transaction, among other key topics.

Episode summary

At the heart of Lloyd's three-year year of account process is the reinsurance-to-close (RITC) mechanism, a contract that allows a syndicate to close a particular year of account by transferring its outstanding liabilities — both known and unknown — to another syndicate or a subsequent year of account. During this episode, host Robert Chaplin is joined by colleagues James Pickstock, Feargal Ryan and Richi Kidiata to examine how an RITC works in practice, the structures available and the regulatory, capital and operational considerations involved, including required engagement with Lloyd's and the Prudential Regulatory Authority.

Key points

  • Why RITCs matter: An RITC enables capital to be returned to investors while ensuring liabilities are fully covered; without it, liabilities would remain indefinitely on the original syndicate's balance sheet, tying up capital and increasing risk. For third-party investors, an RITC reduces the risk of trapped capital, which is a common issue in offshore jurisdictions. For the market, they ensure liabilities are always matched with appropriate capital, supporting Lloyd's reputation for financial strength.
  • Three RITC structures: (1) A natural successor RITC transfers liabilities into a subsequent year of account on the same syndicate, keeping everything under the same managing agent. (2) A third-party RITC transfers the business of one year to another syndicate's year of account, typically where the managing agent decides to exit a line of business. (3) A split RITC transfers a portfolio to two or more syndicates, often for run-off or capital efficiency reasons, and falls outside the definition of an approved reinsurance to close under the PRA rule book — meaning a rule modification application to Lloyd's and the PRA is required.
  • The five-step RITC process: Execution typically involves (i) assessment of liabilities, including those incurred but not reported; (ii) negotiation of key terms, with a heavier focus on regulatory approvals, capital adequacy and operational readiness for third-party or split RITCs; (iii) Lloyd's approval (and PRA approval where required); (iv) execution of the transfer in exchange for a premium paid to the accepting syndicate; and (v) closure of the original underwriting year, with the accepting syndicate taking over claims management.
  • Timing, regulatory and operational considerations: Most years of account close after 36 months, but long-tail classes such as liability and specialty lines may benefit from additional time, which adds execution and planning complexity. Early engagement with Lloyd's and the PRA is essential when utilizing an RITC, supported by a comprehensive package including full actuarial valuations, a partial capital return for Lloyd's and evidence of operational readiness, robust reserving and capital adequacy.

]]>On the second episode of "The Practice Manual," host Robert Chaplin is joined by colleagues James Pickstock, Feargal Ryan and Richi Kidiata to examine reinsurance-to-close (RITC), a vital mechanism of the Lloyd's of London insurance market. The team examines what an RITC entails, including why they sit at the heart of Lloyd's three-yearly accounting process and assess timing, regulatory and operational considerations. The conversation also covers the three principal kinds of RITC and the steps involved in executing an RITC transaction, among other key topics.

Episode summary

At the heart of Lloyd's three-year year of account process is the reinsurance-to-close (RITC) mechanism, a contract that allows a syndicate to close a particular year of account by transferring its outstanding liabilities — both known and unknown — to another syndicate or a subsequent year of account. During this episode, host Robert Chaplin is joined by colleagues James Pickstock, Feargal Ryan and Richi Kidiata to examine how an RITC works in practice, the structures available and the regulatory, capital and operational considerations involved, including required engagement with Lloyd's and the Prudential Regulatory Authority.

Key points

  • Why RITCs matter: An RITC enables capital to be returned to investors while ensuring liabilities are fully covered; without it, liabilities would remain indefinitely on the original syndicate's balance sheet, tying up capital and increasing risk. For third-party investors, an RITC reduces the risk of trapped capital, which is a common issue in offshore jurisdictions. For the market, they ensure liabilities are always matched with appropriate capital, supporting Lloyd's reputation for financial strength.
  • Three RITC structures: (1) A natural successor RITC transfers liabilities into a subsequent year of account on the same syndicate, keeping everything under the same managing agent. (2) A third-party RITC transfers the business of one year to another syndicate's year of account, typically where the managing agent decides to exit a line of business. (3) A split RITC transfers a portfolio to two or more syndicates, often for run-off or capital efficiency reasons, and falls outside the definition of an approved reinsurance to close under the PRA rule book — meaning a rule modification application to Lloyd's and the PRA is required.
  • The five-step RITC process: Execution typically involves (i) assessment of liabilities, including those incurred but not reported; (ii) negotiation of key terms, with a heavier focus on regulatory approvals, capital adequacy and operational readiness for third-party or split RITCs; (iii) Lloyd's approval (and PRA approval where required); (iv) execution of the transfer in exchange for a premium paid to the accepting syndicate; and (v) closure of the original underwriting year, with the accepting syndicate taking over claims management.
  • Timing, regulatory and operational considerations: Most years of account close after 36 months, but long-tail classes such as liability and specialty lines may benefit from additional time, which adds execution and planning complexity. Early engagement with Lloyd's and the PRA is essential when utilizing an RITC, supported by a comprehensive package including full actuarial valuations, a partial capital return for Lloyd's and evidence of operational readiness, robust reserving and capital adequacy.

]]>73fd1274-ae69-42b5-9225-b7d1a4de282eThu, 21 May 2026 07:45:00 -040017:51falsefull1221Life (Re)insurance SidecarsLife (Re)insurance SidecarsOn the first episode of “The Practice Manual,” host Robert Chaplin is joined by colleagues Feargal Ryan, Caroline Jaffer and Theo Charalambous to examine life (re)insurance sidecars, including what they are, how they work and why they matter. The team analyzes the U.K.’s booming pension risk transfer market and the key parties involved — sponsors, investors and regulators — and assesses how sidecar vehicles may be structured. They also explore the central role of asset management in the sidecar space, with a particular focus on illiquid asset classes such as private credit and infrastructure loans, and the evolving dynamic between insurers and external asset managers.

Connect and Learn More

☑️ Robert Chaplin | LinkedIn

☑️ Feargal Ryan | LinkedIn

☑️ Caroline Jaffer | LinkedIn

☑️ Theo Charalambous | LinkedIn

☑️ Skadden | LinkedIn | X | Facebook

☑️ Subscribe Apple Podcasts | Spotify | Amazon Music

“The Practice Manual" is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

]]>On the first episode of “The Practice Manual,” host Robert Chaplin is joined by colleagues Feargal Ryan, Caroline Jaffer and Theo Charalambous to examine life (re)insurance sidecars, including what they are, how they work and why they matter. The team analyzes the U.K.’s booming pension risk transfer market and the key parties involved — sponsors, investors and regulators — and assesses how sidecar vehicles may be structured. They also explore the central role of asset management in the sidecar space, with a particular focus on illiquid asset classes such as private credit and infrastructure loans, and the evolving dynamic between insurers and external asset managers.

Connect and Learn More

☑️ Robert Chaplin | LinkedIn

☑️ Feargal Ryan | LinkedIn

☑️ Caroline Jaffer | LinkedIn

☑️ Theo Charalambous | LinkedIn

☑️ Skadden | LinkedIn | X | Facebook

☑️ Subscribe Apple Podcasts | Spotify | Amazon Music

“The Practice Manual" is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

]]>36d691cb-a7bd-428d-bfc6-1e9bd1631e8dThu, 30 Apr 2026 14:40:00 -040026:07falsefull1111