Darren Maher, Head of the Financial Institutions Group at Matheson and a member of the firm's Brexit Advisory Group, discusses Brexit relocations to Ireland in The International Comparative Legal Guide to: Insurance and Reinsurance 2018.

1. The International Comparative Legal Guide to:
A practical cross-border insight into insurance and reinsurance law
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7th Edition
Insurance & Reinsurance 2018
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The International Comparative Legal Guide to: Insurance & Reinsurance 2018
General Chapters:
Country Question and Answer Chapters:
1 Aspects of the Impact of Brexit on UK/EEA Insurance and Reinsurance – Jon Turnbull &
Ivor Edwards, Clyde & Co LLP 1
2 Cyber Insurance at Lloyd’s: Coverage and Regulation of Global Digital Risks – Patrick Davison &
David Powell, Lloyd’s Market Association 7
3 Fire and Wire: Canadian Business Interruption Insurance in the Age of Cyber-Risk and Climate
Change – David R. Mackenzie & Dominic T. Clarke, Blaney McMurtry LLP 14
4 Brexit Relocations: The Story So Far – Darren Maher, Matheson 21
5 Trending Tremors: Cat Bond Developments in Mexico and Latin America –
Leonel Pereznieto del Prado & María José Pinillos Montaño, Creel, García-Cuéllar, Aiza y Enríquez, S.C. 23
6 Reinsurance in an Era of Sanctions – Lilia Klochenko & Stanislava Adamaytis, AKP Best Advice 27
7 Australia MinterEllison: Kemsley Brennan & James Stanton 31
8 Austria Vavrovsky Heine Marth: Philipp Strasser & Jan Philipp Meyer 38
9 Azerbaijan CIS Risk Consultant Company (insurance brokers) LLP (CIS):
Homi Motamedi & Valentina Pan 44
10 Belgium Steptoe & Johnson LLP: Philip Woolfson & Alexander Hamels 49
11 Bermuda Kennedys Chudleigh Ltd.: Mark Chudleigh & Nick Miles 57
12 Brazil Tavares Advogados: André Tavares & Daniel Chacur de Miranda 63
13 Canada McMillan LLP: Carol Lyons & Lindsay Lorimer 69
14 Cayman Islands Maples and Calder: Abraham Thoppil & Luke Stockdale 78
15 Colombia DAC Beachcroft Colombia Abogados SAS: Juan Diego Arango Giraldo &
Angela María Hernández Gómez 84
16 Costa Rica Cordero & Cordero Abogados: Ricardo Cordero B. 91
17 Denmark BECH-BRUUN: Anne Buhl Bjelke & Henrik Valdorf-Hansen 96
18 England & Wales Clyde & Co LLP: Jon Turnbull & Michelle Radom 102
19 Finland Railas Attorneys Ltd.: Lauri Railas 111
20 Georgia CIS Risk Consultant Company (insurance brokers) LLP (CIS):
Homi Motamedi & Valentina Pan 117
21 Germany Clyde & Co (Deutschland) LLP: Dr Henning Schaloske &
Dr Tanja Schramm 121
22 Greece Christos Chrissanthis & Partners: Dr. Christos Chrissanthis &
Xenia Chardalia 128
23 India Tuli & Co: Neeraj Tuli & Celia Jenkins 136
24 Ireland Arthur Cox: Elizabeth Bothwell & David O’Donohoe 143
25 Israel Gross Orad Schlimoff & Co.: Harry Orad 150
26 Italy Legance – Avvocati Associati: Gian Paolo Tagariello & Daniele Geronzi 156
27 Japan Chuo Sogo Law Office, P.C.: Hironori Nishikino & Koji Kanazawa 163
28 Kazakhstan CIS Risk Consultant Company (insurance brokers) LLP (CIS):
Homi Motamedi & Valentina Pan 168
29 Korea Bae, Kim & Lee LLC: Jong Ku Kang & Jong Min An 173
30 Malta Camilleri Preziosi Advocates: Diane Bugeja & Francesca Galea Cavallazzi 179
31 Mexico Creel, García-Cuéllar, Aiza y Enríquez, S.C.: María José Pinillos Montaño
& Allan Galileo Olmedo Villegas 186
32 Netherlands Dirkzwager advocaten & notarissen N.V.: Daan Baas & Niels Dekker 191
Contributing Editors
Jon Turnbull & Michelle
Radom, Clyde & Co LLP
Sales Director
Florjan Osmani
Account Director
Oliver Smith
Sales Support Manager
Toni Hayward
Editor
Sam Friend
Senior Editors
Suzie Levy
Caroline Collingwood
Chief Operating Officer
Dror Levy
Group Consulting Editor
Alan Falach
Publisher
Rory Smith
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3. The International Comparative Legal Guide to: Insurance & Reinsurance 2018
Country Question and Answer Chapters:
33 Norway DLA Piper Norway DA: Alexander Plows & Michal Jorek 198
34 Portugal Gouveia Pereira, Costa Freitas & Associados: José Limón Cavaco &
Ana Isabel Serra Calmeiro 204
35 Russia AKP Best Advice: Lilia Klochenko & Ekaterina Mikhaylova 210
36 Saudi Arabia Clyde & Co: Mark Beswetherick & Saud Alsaab 217
37 Singapore Rajah & Tann Singapore LLP: Elaine Tay Ling Yan 222
38 Spain DAC Beachcroft SLPU: José María Pimentel &
José María Álvarez-Cienfuegos 227
39 Sweden Advokatfirman Vinge KB: Fabian Ekeblad & Paulina Malmberg 233
40 Switzerland Eversheds Sutherland Ltd.: Peter Haas & Barbara Klett 240
41 Taiwan LCS & Partners: Mark J. Harty & Alex Yeh 245
42 Thailand R & T Asia (Thailand) Co., Ltd.: Sui Lin Teoh & Saroj Jongsaritwang 250
43 Turkey Cavus & Coskunsu Law Firm: Caglar Coskunsu & Burak Cavus 255
44 Ukraine BLACK SEA LAW COMPANY: Evgeniy Sukachev &
Anastasiia Sukacheva 261
45 United Arab Emirates BSAAhmad Bin Hezeem & Associates LLP: Michael Kortbawi &
Michel Abi Saab 266
46 USA Paul, Weiss, Rifkind, Wharton & Garrison LLP: H. Christopher Boehning 272
47 Uzbekistan CIS Risk Consultant Company (insurance brokers) LLP (CIS):
Homi Motamedi & Valentina Pan 279
EDITORIAL
Welcome to the seventh edition of The International Comparative Legal Guide to: Insurance
& Reinsurance.
This guide provides corporate counsel and international practitioners with a comprehensive
worldwide legal analysis of the laws and regulations of insurance and reinsurance.
It is divided into two main sections:
Six general chapters. These are designed to provide readers with an overview of key issues
affecting insurance and reinsurance work, particularly from the perspective of a multi-
jurisdictional transaction.
Country question and answer chapters. These provide a broad overview of common issues in
insurance and reinsurance laws and regulations in 41 jurisdictions.
All chapters are written by leading insurance and reinsurance lawyers and industry specialists,
and we are extremely grateful for their excellent contributions.
Special thanks are reserved for the contributing editors Jon Turnbull and Michelle Radom of
Clyde & Co LLP for their invaluable assistance.
Global Legal Group hopes that you find this guide practical and interesting.
The International Comparative Legal Guide series is also available online at www.iclg.com.
Alan Falach LL.M.
Group Consulting Editor
Global Legal Group
Alan.Falach@glgroup.co.uk

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© Published and reproduced with kind permission by Global Legal Group Ltd, London
Chapter 4
Matheson Darren Maher
Brexit Relocations:
The Story So Far
The message from the market following such meetings with the
Central Bank was that a potential applicant would not be authorised
unless it demonstrates compliance with all legal and regulatory
requirements. In particular, the Central Bank requires any potential
applicant to demonstrate ‘substance’ as sound supervision demands
appropriate location of management and key functions. The Central
Bank expects firms to demonstrate how operations will be based in
Ireland; with key business decisions being made here – not a mere
brass plate.
The Central Bank’s focus on the issue of substance is further
evidence when considering the permitted levels of reinsurance,
which we understand was a deal-breaker for some potential Brexit
relocators. That being said, an insurer is permitted under the
Solvency II regime to outsource many of its functions to a third
party, provided that a written outsourcing agreement is put in place
and the insurer maintains proper oversight and supervision of the
outsource service provider.
In addition, in an effort to remain flexible, the Central Bank does
not impose a minimum headcount of staff on Day 1 or otherwise,
and while it is difficult to predict the number of staff/roles that the
Central Bank may require, this will to a large extent depend on the
nature, scale and complexity of the proposed business over a period
of time. This is often a matter of negotiation with the Central Bank.
The CBI Process
Having worked on a number of applications, ranging from applicants
with operations already established in Ireland adopting traditional
insurance models, to first-time entrants or applicants adopting a new
innovative structure, based on our experience, the Central Bank has
the requisite capacity and resources to deal with the high volume
of applications which are being processed in a timely and efficient
manner. As a general comment, as part of an application for
authorisation, the Central Bank reviews both the proposed corporate
governance structures and the individuals who are to be appointed
to key roles within the applicant to ensure that the applicant has
the necessary people, skills, processes and structures to successfully
manage its insurance business.
Applicants using traditional insurance models with existing Irish
operations appear to move through the authorisation process at a
faster pace than first-time entrants. However, this should not deter
new entrants with a new business model from making an application,
as the delay is owing to the fact that it takes longer for the Central
Bank to understand the application, and the Central Bank generally
welcomes applications of this kind.
Following the UK’s decision to leave the EU and the subsequent
triggering of Article 50, there has been continued speculation
that Dublin could benefit from Brexit-related financial services
companies’ relocations and others in the insurance industry.
Brexit Relocations
In the immediate aftermath of Brexit, relocating to Ireland seemed
likely to attract more than others and was identified early on as a
‘natural location of choice’ based on its stability within Europe,
its proximity to the UK, its internationally respected regulatory
environment and its established international financial services
industry. Despite initial concerns, it would seem that the availability
of office space, schools and infrastructure to accommodate for any
additional demand as a result of Brexit is no longer a concern, as
the Irish government has indicated that there is considerable scope
to cater for this additional demand due to Brexit and substantial
commercial and residential development has been under way for
over 18 months.
To cater for any potential increase in authorisation applications as a
result of Brexit, the Central Bank of Ireland (the “Central Bank”)
announced in early 2017 that it was increasing staffing levels,
reallocating resources to its authorisation teams and outsourcing
review of applications to legal and audit firms. The Central Bank
also committed to meeting the statutory requirement of processing
all fully completed insurance applications within six months.
In the first half of this year, in order to secure continued access to
the EU/EEA single market passporting regime post-Brexit, many
companies across banking, insurance, investment firms, investment
funds and financial market infrastructures began to action their
Brexit-related strategies on location by arranging an initial meeting
with several regulators based in various jurisdictions, including the
Central Bank, to discuss authorisation.
Over time, what emerged, however, was that a number of other
cities across Europe such as Brussels, Paris, Frankfurt and
Luxembourg were competing directly with Dublin for this Brexit-
related relocation activity.
It was observed that the success of the initial meeting between the
potential applicant and the ‘short-listed’ local regulator significantly
influenced its decision of where to base its EU operations post-
Brexit. These initial meetings, after all, allowed both sides to clarify
each other’s expectations, discuss the proposed business plan and
confirm if they could work together on a long-term basis.

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© Published and reproduced with kind permission by Global Legal Group Ltd, London
stands to gain if the fit is right. Ireland has exceeded expectations
in attracting Brexit relocators and it has much to offer the financial
services sector as the industry adapts to the future.
For as long as the UK is still part of the EU, it will be possible for
Irish insurers to operate on a passported basis into the UK. What the
position will be following the UK’s exit from the EU is, at this point,
unclear and it remains to be seen whether separate authorisations
will be required in the UK to deal with UK business post-Brexit.
Based on our experience, the initial meeting with the ‘short-listed’
regulator is of upmost importance as it sets the tone which will
ultimately determine the potential applicant’s optimum jurisdiction
for its EU base.
DependingonthenatureofBrexit,Irishinsurersmayfacerestrictions
upon their ability to conduct cross-border business into the UK and
vice versa. Longer term, the extent to which any regulatory changes
are required to be introduced will depend on the outcome of the
Brexit negotiations, which will become known in the months ahead.
Ireland is more exposed to Brexit than any other EU Member State
and is open to investment opportunities and commercial innovations.
The levels of investment and planning being undertaken by the Irish
government to prepare for any opportunities arising from Brexit
should give comfort to potential relocators.
Contemplating a Hard Brexit –
Contingency Planning
By and large, what we are seeing in practice is companies investing
heavily in firming up their Brexit-related contingency planning for
how they will adequately deal with the possible effects of a ‘hard’
Brexit.
Almost simultaneously with the submission of a number of
authorisation applications to the Central Bank and similar to the
approach adopted by the PRA in the UK, the Central Bank issued
letters to certain financial services firms requesting a summary of
their Brexit contingency plans. These responses evaluate the options
available to them post-Brexit (including a proposed cross-border
transfer to Ireland under Part VII of the UK Financial Services and
Markets Act 2000) and explores the level of feasibility in respect of
each option. These Part VII transfers typically take 12–18 months,
as they require UK court approval and so will depend on the capacity
of the courts and their timetables, and are costly exercises.
Lessons Learned
In assessing any application, the Central Bank is guided by its
mandate to protect consumers and safeguard financial stability
rather than incidentally creating gainful employment in the Irish
economy.
The Central Bank has been consistent in its approach when assessing
any application, which lends itself to building and maintaining an
international reputation as a well-regarded regulatory authority;
which plays a pivotal role in the supervision and regulation of
financial service providers in Ireland to ensure compliance with
regulatory requirements. The Central Bank is highly responsive to
the needs of entities operating under its supervision.
It remains to be seen if more major banks, insurers and other
financial services firms will choose Ireland as their EU hub for
post-Brexit relocation. The trend to date highlights that no one EU
Member State is emerging as a compelling alternative to London.
The Future
In the context of Brexit relocation, while at times it is difficult to
detect the signals through the noise, what we can say is that it is
no longer an “all-or-nothing” game of jurisdictions pitted against
each other, and is more nuanced in that each EU Member State
Matheson Brexit Relocations: The Story So Far
Darren Maher is a partner and Head of the Financial Institutions Group
at Matheson. He has advised a wide range of leading domestic and
international financial institutions on all aspects of financial services law
and regulation including establishment and authorisation, development
and distribution of products, compliance, corporate governance
and re-organisations including cross-border mergers, schemes of
arrangement, portfolio transfers and mergers and acquisitions.
Darren is a member of the firm’s Brexit Advisory Group and is advising
a significant number of the world’s leading financial services firms
on their plans to establish a regulated subsidiary in Ireland in order
to maintain access to the EU single market following the United
Kingdom’s exit from the EU.
Darren Maher
Matheson
70 Sir John Rogerson’s Quay
Dublin 2
Ireland
Tel: +353 1 232 2398
Email: darren.maher@matheson.com
URL: www.matheson.com
Headquartered in Dublin with offices in London, New York, Palo Alto and San Francisco, more than 650 people work across Matheson’s five
offices, including 85 partners and tax principals and over 350 legal and tax professionals. Matheson concentrates on serving the Irish legal
needs of internationally focused companies and financial institutions doing business in and from Ireland. Matheson’s clients include the majority
of the Fortune 100 companies and over half of the world’s 50 largest banks. Matheson has worked closely with some of the world’s largest tech
multinationals and high-profile start-ups, advising 7 of the top 10 global technology brands.

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