Royal & SunAlliance settles on Herbies for Japan sell-off

Herbert Smith’s growing Tokyo office has pulled off a coup with an instruction from Royal & SunAlliance (RSA).

Although RSA is one of Herbert Smith’s biggest clients globally, the firm had to face a beauty parade to win an instruction on the disposal of its Japanese business to AIG.

Led by Tokyo managing partner Steve Lewis, the team has had to overcome legislative hurdles to complete the sale, which will see RSA exit the Japanese insurance market.

Japanese legislation governing the sale of insurance businesses hinges on the assumption that a company will only want to transfer its portfolio if it is going into liquidation.

Once a transfer is announced to the regulator, the company cannot write any new business or make any renewals on existing policies.
As RSA’s move is a strategic restructuring, Herbert Smith had to find a way to make the deal work within the legislation while also ensuring the continuation of the business.

An agreement was signed on 11 November with AIG, whereby RSA’s two businesses will be sold for a value of £118m to AIG’s subsidiaries American Home Assurance Company and AIU Insurance Company.

Lewis said the deal marked the first occasion that an insurer has exited Japan voluntarily. It was also the first insurance transfer in the country involving two Western companies.

Earlier this year, Herbert Smith advised on the saleof Skandia’s Japanese subsidiary to the Tokio Marine & Fire Insurance Company, which was the first Japanese acquisition of a Western company’s operations.

On the RSA-AUG deal, Sidley Austin Brown & Wood’s Chicago office advised AIG, led by partner Sean Keyvan, with Kunihiko Morishita of Tokyo firm Anderson Mori advising on local law.

Lewis added that the office was “pretty stoked” about the success of the deal, which comes at the end of one of its most successful years yet. Other work includes advising Sumitomo Chemical on a $4.3bn (£2.27bn) Saudi Arabian joint venture and litigating a case for ICI subsidiary Quest International Japan KK against Coca-Cola.