James V. Hatem

/My focus

Business counseling and transactional

I counsel most of my clients regarding major initiatives, including formation, financing, contracting, compliance, tax planning, leasing, disputes, acquisitions and divestitures. For one client, this involved the purchase, leasing and ultimate sale of an office tower. Recently, I assisted a homeowner’s insurer expand into automobile insurance through the acquisition of two automobile insurance carriers.

Insurance regulatory

I’ve been actively representing insurance companies for over 30 years, handling the insurance regulatory issues for clients in our other offices throughout the country. Most recently, I provided the insurance experience to the health care providers that successfully blocked the taking of $110 million from a medical malpractice joint underwriting association and forced a distribution of it all to them.

Lobbying

I’ve been lobbying before the New Hampshire Legislature since 1991 on behalf of insurance companies, trade associations and related parties on issues ranging from insurance regulation, taxes and financial regulation to tort reform and genetic testing.

/Representative experience

• Represented buyers, sellers, venture capital firms, private equity firms and other investors with respect to mergers and acquisitions of a wide range of businesses, including insurance companies, software companies, paper manufacturers, automobile dealerships, electronic distributors, electronic manufacturers, real estate holding companies, home protection companies, insurance agencies, insurance administrators, insurance shell companies, employee benefits brokers, books of insurance business, and medical and veterinary practices.
• Represented insurance companies, producers, administrators and other insurance service providers regarding general insurance regulatory and lobbying matters, regarding regulatory approvals, licensing, investments, enforcement actions, disclaimers of control, company admissions, drafting legislation and administrative rules, market conduct exams, multistate licensing projects, and surplus lines listings.
• Formation, capitalization and licensure of insurers, including property and casualty insurance companies and health maintenance organizations and nationwide licensing projects.
• Outside corporate counsel services to a wide range of entities, including insurance companies, credit unions, electronics distributors, insurance agencies, insurance administrators, manufacturers, employee benefits brokers, software companies, paper manufacturers, car dealerships, real estate holding companies, and medical practices.
• Represented owners, managers and principals regarding buy-in and buy-out agreements, stock restrictions agreements, employment agreements, option agreements, non-competition agreements, non-solicitation agreements, confidentiality agreements and other agreements.
• Represented taxpayers before the New Hampshire Department of Revenue Administration regarding complex tax matters, including real estate transfer tax issues, unitary taxation issues, insurance premium tax issues, business enterprise tax issues and business profits tax issues.
• Provided advice regarding an opinion for a Hong Kong company relative to the US legal compliance of a sophisticated life insurance product sold to residents of Hong Kong. This included comprehensive analysis of US federal and state laws relevant to insurance, securities laws, Office of Foreign Assets Control issues, international anti-bribery laws and the US Foreign Corrupt Practices Act (FCPA).
• Provided M&A support in connection with the purchase of a service contract company. This included advice regarding insurance regulatory aspects; structuring and restructuring of the transaction; compliance by foreign parent company and foreign investors; obtaining multi-jurisdictional approvals; reviewing service contract compliance; restructuring of service contract programs; rectifying financial non-compliance of the target; a 50-state survey of applicable insurance regulations; and post-closing expansion of service contract business.
• Represented Interboro LLC, the oldest insurance company on Long Island, New York, relating to the sale of Maidstone Insurance Company to Special Diversified Opportunities Inc.
• Lobbied for State Farm Insurance Companies in connection with the promotion, enactment and opposition of various bills relevant to personal lines insurance business.
• Advised clients regarding the sale of a risk retention group; a 50-state survey with respect to service contracts for consumer product; issues of officer/owner individually with respect to the insolvency of an insurer; a redomestication of an insurer; tax aspect issues relating to a captive insurance program; structuring and negotiating a financial insurance program with a major international insurer; purchase of a residential and commercial glass company; purchase of a publishing company; and lobbying with respect to telemedicine issues.

/Looking ahead

For insurers, financial pressure from frequency and severity of storms and increased global regulation. In general, demand for constant vigilance to steer around and manage general business risks.