Insurance Law Alert

July/August 2017

In This Issue
New York Court Rules That Fraudulent Wire Transfer Losses Are Covered
By Liability Policy
A New York federal district court ruled that claims arising out of losses caused by a fraudulent
wire transfer were covered by “computer fraud” and “funds transfer fraud” provisions.
Medidata Solutions, Inc. v. Federal Ins. Co., 2017 WL 3268529 (S.D.N.Y. July 21, 2017).
(Click here for full article)“We go to themfor their experience;
their work productis flawless”–Chambers USA 2017,
quoting a client

Massachusetts Supreme Judicial Court Rules That Duty To Defend Does
Not Require Insurer To Prosecute Insured’s Affirmative Counterclaims
The Massachusetts Supreme Judicial Court ruled that an insurer is not obligated to fund theprosecution of an insured’s affirmative counterclaims in the underlying suit. Mount Vernon
Fire Ins. Co. v. Visionaid, Inc., 477 Mass. 343 (2017). (Click here for full article)

Texas Supreme Court Finds That Insurer Is Not Bound By Judgment
Against Insured
The Texas Supreme Court ruled that a judgment against an insured builder was not enforceable
against the builder’s insurer (notwithstanding the insurer’s wrongful refusal to defend) because
the judgment was not the product of a “fully adversarial proceeding.” Great American Ins. Co.
v. Hamel, 2017 WL 2623067 (Tex. June 16, 2017). (Click here for full article)

Eleventh Circuit Holds That Intentional Shooting May Be An “Occurrence”
Based On Insured’s Subjective Perspective
The Eleventh Circuit ruled that whether an intentional act constitutes an “occurrence”
under an insurance policy must be evaluated from the standpoint of the insured and that an
intentional shooting by a non-insured party may be deemed a covered occurrence if it was
unexpected and unintended by the insured. Allstate Prop. and Cas. Ins. Co. v. Roberts, 2017
WL 2683996 (11th Cir. June 21, 2017). (Click here for full article)

Finding Policyholder’s Notice Insufficient, Tennessee Court Rules That
Insurers Need Not Indemnify False Claims Act Settlement
A Tennessee federal district court ruled that although a claim arose during the policy period,
insurers were not obligated to indemnify a settlement because the notice of claim wasinsufficient. First Horizon Nat’l Corp. v. Houston Casualty Co., 2017 WL 2954716 (W.D. Tenn.
June 23, 2017). (Click here for full article)

Simpson Thacher & Bartlett LLP

1

California Appellate Court Rules That Coverage For Pipeline Explosion Is
Barred By Professional Services Exclusion
A California appellate court ruled that a professional services exclusion bars coverage for losses
arising out of a pipeline explosion. Energy Ins. Mut. v. Ace Am. Ins. Co., 2017 WL 2953677(Cal. App. Ct. July 11, 2017). (Click here for full article)

Second Circuit Deems Employer’s Liability Exclusion Ambiguous
The Second Circuit ruled that an employer’s liability exclusion is ambiguous and that aninsurer is obligated to defend and indemnify underlying claims against an insured. Hastings
Develop., LLC v. Evanston Ins. Co., 2017 WL 2923921 (2d Cir. July 10, 2017). (Click here forfull article)

Kentucky Supreme Court Declines To Adopt Expansive View Of “Collapse”
The Supreme Court of Kentucky reiterated that “collapse” must be given its literalinterpretation for insurance coverage purposes, which requires falling down or breaking down
into pieces. Thiele v. Kentucky Growers Ins. Co., 2017 WL 2598494 (Ky. June 15, 2017). (Clickhere for full article)

New York Court Rules That Anti-Subrogation Doctrine Bars Insurer’s
Claim Against Another Insurer
A New York federal district court dismissed an insurer’s claim seeking reimbursement for
settlement payments from another insurer, finding that the claim is barred by the antisubrogation doctrine. Ace American Ins. Co. v. American Guarantee & Liab. Ins. Co., 2017 WL
2840286 (S.D.N.Y. July 2, 2017). (Click here for full article)

2Computer Fraud
Coverage Alert:

New York Court Rules That
Fraudulent Wire Transfer Losses
Are Covered By Liability Policy
As discussed in previous Alerts, courts haverejected policyholder attempts to obtaincoverage for cyber-related losses undercomputer fraud and similar policy provisions.
See Taylor & Lieberman v. Fed. Ins. Corp.,
2017 WL 929211 (9th Cir. Mar. 9, 2017)(coverage unavailable under computer fraud
provision because sending an email, without
more, does not constitute an unauthorized“entry into” a computer system) (March 2017
Alert); Apache Corp. v. Great AmericanIns. Co., 2016 WL 6090901 (5th Cir. Oct.
18, 2016) (computer fraud provision does
not cover claims arising out of the transfer
of funds to criminal accounts because afraudulent email was only one part of a chainof events that caused the loss, and thus theloss was not caused “directly” by computeruse) (November 2016 Alert); Universal
Am. Corp. v. Nat’l Union Fire Ins. Co. of
Pittsburgh, PA, 25 N.Y.3d 675 (N.Y. 2015)(coverage for “fraudulent entry” of data islimited to losses caused by unauthorizedaccess into the policyholder’s computer
system and does not encompass losses
caused by an authorized user’s submissionof fraudulent information into the computer
system) (July/August 2015 Alert).

In 2014, a Medidata employee (Alicia Evans)
received an email purportedly sent from
Medidata’s president advising her to follow
any instructions received from an attorneynamed Michael Meyer in connection with apotential corporate acquisition. That sameday, Evans received a call from a man who
identified himself as Meyer and requested awire transfer. Evans informed Meyer that sheneeded email confirmation for the transferfrom Medidata’s president and approval
from the vice-president and director ofrevenue. Evans thereafter made the requested
wire transfer after receiving a group email
confirming that the transfer should be made.
It was later discovered that the emails weresent from an unknown source and altered
to appear as if they were sent by Medidata’s
president. Medidata sought coverage fromFederal under provisions relating to computer
fraud, funds transfer fraud and forgery.
Federal denied coverage, and Medidata
brought suit. The court ruled that the policy
provided coverage for the wire transfer losses
pursuant to the computer fraud and funds
transfer fraud provisions.

In a decision issued last month, a New Yorkfederal district court distinguished theserulings and held that claims arising out oflosses caused by a fraudulent wire transfer
were covered by “computer fraud” and“funds transfer fraud” provisions. Medidata
Solutions, Inc. v. Federal Ins. Co., 2017 WL
3268529 (S.D.N.Y. July 21, 2017).
Medidata, a cloud service provider, used
Google’s Gmail platform for company
emails. Medidata email addresses contained
an employee’s first initial and last namefollowed by the domain name “mdsol.com.”
When Google processed Medidata emails,
it compared incoming email addresses with
Medidata employee profiles in order to finda match. Once a match was found, Gmail
displayed the sender’s full name, email
address and picture in the “from” field.

The computer fraud provision covers loss
arising from the fraudulent entry of data into
a computer system or change to data elementsof a computer system. The court held that the
fraud committed upon Medidata fell within
this language because the thief embedded
a computer code in the spoofed emails tomask their true origin and thus violated theintegrity of the computer system. The court
distinguished Universal, which involved
the inputting of fraudulent content by anauthorized user. The court also distinguished3

Apache, in which the court denied coverage
under a similarly-worded computer fraud
provision on the basis that the loss was notcaused directly by “computer use.” There,
the court held that an email was only one
step in a “muddy chain of events” that
led to a fraudulent wire transfer, whereas
here, the loss originated with the spoofedemail. Finally, the court deemed Taylor &Lieberman, which also involved a fraudulent
email, inapposite. Unlike the present case,that case involved an email sent from a client,which is not an unauthorized entry into a
computer system.
The court also found coverage available under
the funds transfer fraud provision. The court
rejected Federal’s argument that this coverage
was not implicated because the transfer did
not occur “without Medidata’s knowledge orconsent,” as required by the policy. The court
reasoned that although Evans knowingly
made the wire transfer on Medidata’s behalf,
she did so due to fraud and trickery throughthe email manipulation.
Finally, the court ruled that the forgery
provision did not trigger coverage because
there was no alteration of a financial
instrument. The court declined to rule onwhether the spoofed emails containing
Medidata’s president’s name constituted aforgery, explaining that even if they did, theabsence of a financial instrument was fatal tocoverage under the forgery provision.

Defense Alert:
Massachusetts Supreme Judicial
Court Rules That Duty To Defend
Does Not Require Insurer To
Prosecute Insured’s Affirmative
Counterclaims
The Massachusetts Supreme Judicial Court
ruled that an insurer is not obligated under
the duty to defend to fund the prosecution of
an insured’s affirmative counterclaims in theunderlying suit. Mount Vernon Fire Ins. Co.
v. Visionaid, Inc., 477 Mass. 343 (2017).
Visionaid tendered to Mount Vernon awrongful termination suit filed by a former
employee. Mount Vernon defended under areservation of rights, but refused to pay toprosecute a counterclaim against the former
employee for misappropriation of funds. In
ensuing litigation, a Massachusetts federal
district court ruled that Mount Vernon’s
duty to defend did not require it to fund theprosecution of the counterclaim. The district
court further held that the absence of sucha duty did not create a conflict of interest
with Visionaid such that Mount Vernon was
required to pay the costs of independent
counsel. The First Circuit concluded thatthe appeal raised unresolved issues under
Massachusetts law and therefore certified
questions to the Massachusetts Supreme
Judicial Court as to an insurer’s duty to fundaffirmative counterclaims.
The court ruled that an insurer’s contractual
duty to defend does not obligate it toprosecute affirmative counterclaims on theinsured’s behalf. In so ruling, the court reliedon the plain meaning of “defend,” rejecting
Visionaid’s argument that it should beunderstood to include anything that reduces
the liability of the insured. The court also
dismissed the notion that an insurer may be
obligated to pursue a counterclaim when it is“intertwined” with the defense, stating: “Not
only is this proposition found nowhere in thelanguage of the contract, it would result in
extensive preliminary litigation to determine
what claims are sufficiently intertwined.”
The court further held that such an obligation
does not arise under the common law “in for
one, in for all” doctrine, which requires aninsurer to defend all claims in a suit if someare potentially covered by the policy.
4

Coverage Alerts:

Texas Supreme Court Finds That
Insurer Is Not Bound By Judgment
Against Insured
The Texas Supreme Court ruled thata judgment against a builder was notenforceable against the builder’s insurer(notwithstanding the insurer’s wrongfulrefusal to defend) because the judgment
was not the product of a “fully adversarial
proceeding.” Great American Ins. Co.
v. Hamel, 2017 WL 2623067 (Tex. June
16, 2017).
The Hamels sued their home builder after
discovering water damage. The builder was
insured under five consecutive one-year
policies issued by Great American. Great
American refused to defend based on a stucco
exclusion in the last policy, which was ineffect when the damage was discovered. Great
American later conceded that its refusal todefend was wrongful under Texas’ “injury
in fact” trigger rule. Prior to trial in theunderlying case, the Hamels and the builder
agreed that the Hamels would not attempt toenforce any judgment against the builder. In
addition, the builder executed stipulations
that admitted negligence in the constructionof the home. Thereafter, a trial resulted in a
judgment in the Hamels’ favor. The Hamels,
as assignees of the builder’s claims, sued
Great American, seeking to recover for theunderlying judgment. A trial court ruled in
the Hamels’ favor, finding that because Great
American had waived its right to control thedefense, it was bound by the judgment. An
appellate court largely affirmed the decision.
The Texas Supreme Court reversed andremanded the matter for a new trial.
Under Texas law, an insurer that breaches
the duty to defend is bound by any covered
judgment, but only if that judgment resultsfrom a “fully adversarial trial.” The court
explained that a fully adversarial trial occurs
when the parties actually and effectively
oppose and contest each other’s positions.
The controlling factor is whether “the insured
bore an actual risk of liability for the damages
awarded . . . or had some other meaningful
incentive to ensure that the judgment or
settlement accurately reflects” the damages.
The court concluded that this standard was
not met because the pretrial agreement had
effectively removed the builder’s financial

stake to contest liability. Although the court
declined to issue a bright-line rule, it notedthat a pretrial agreement that eliminates
the insured’s financial risk creates “a strong
presumption” that the judgment did not
result from an adversarial proceeding.

Eleventh Circuit Holds That
Intentional Shooting May Be An“Occurrence” Based On Insured’s
Subjective Perspective
The Eleventh Circuit ruled that whether an
intentional act constitutes an “occurrence”
under an insurance policy must be evaluatedfrom the standpoint of the insured. Therefore,
an intentional shooting by a non-insured
party may be deemed a covered occurrence
if it was unexpected and unintended by the
insured. Allstate Prop. and Cas. Ins. Co. v.
Roberts, 2017 WL 2683996 (11th Cir. June21, 2017).
The coverage dispute arose out of an
intentional shooting at the home of Kim
Roberts. Her then-husband, Bobby, shota guest. When the guest sued Roberts
for assault, she sought coverage under
her homeowner’s policy, which defined“occurrence” as “an accident” that causes
bodily injury. Allstate sought a declarationthat it had no duty to defend because theshooting was not accidental. A Georgia
district court agreed. The Eleventh
Circuit reversed.
Applying Georgia law, the Eleventh Circuit
ruled that whether an accident occurreddepends on the perspective of the insured(rather than the tortfeasor). Thus, if theshooting was not foreseeable to Roberts, it
may be deemed accidental under the policy.
The court therefore vacated the district
court decision and remanded the matter for
application of the correct legal standard. The
Eleventh Circuit took no position as to otherpossible bases for Allstate’s coverage denial,
including Bobby’s potential status as an“insured person” under the policy.

Finding Policyholder’s Notice
Insufficient, Tennessee Court Rules
That Insurers Need Not Indemnify
False Claims Act Settlement
A Tennessee federal district court ruled that
insurers were not obligated to indemnify asettlement based on insufficient notice of a5claim. First Horizon Nat’l Corp. v. Houston
Casualty Co., 2017 WL 2954716 (W.D. Tenn.
June 23, 2017).
Plaintiffs sought coverage for a $212.5
million payment to the Department of Justice(“DOJ”) in settlement of a False Claims Act
suit. The insurers denied coverage on thebasis that the claim was first made prior to theAugust 1, 2013 – July 31, 2014 policy period
and that Plaintiffs failed to provide sufficient
notice. The court ruled that an April 2014settlement offer constituted a claim within thepolicy period, but that Plaintiffs failed to give
appropriate notice under the policy.
The insurers argued that the claim first arose
prior to the inception of the 2013-14 policy
period as a result of the DOJ’s service of
subpoenas and a Civil Investigation Demand.
The court rejected this contention, findingthat those actions did not constitute a claim
because they did not contain allegationsof a wrongful act. The court similarly heldthat a May 2013 Presentation by the DOJ
did “not quite constitute a ‘demand formonetary . . . .relief’ under the Policy to beconsidered a Claim,” although it presented aclose question. In particular, the court notedthat the Presentation stated the elements of
the False Claims Act, cited evidence against
Plaintiffs and detailed theoretical damages.
However, it also described the investigation
as “ongoing” and thus “slightly closer to the‘lodging of a grievance’ than a ‘request to dosomething under a particular claim of right.”
The court ultimately concluded that a claim
first arose in April 2014 (during the policy
period), when the DOJ issued an email witha $610 million settlement demand. In soruling, the court deemed irrelevant Plaintiffs’
subjective understanding of whether a lawsuitmight ensue, explaining that the settlement
email was clearly a demand for monetary
relief. Having determined that a claim arose
in April 2014, the court concluded that thepolicyholder’s May 2014 notice was timely.
However, the court ruled that the notice was
deficient because it provided only “general,boiler-plate type language” and it failed toinclude information about the $610 million
settlement demand.

Policy Interpretation
Alerts:California Appellate Court Rules
That Coverage For Pipeline
Explosion Is Barred By Professional
Services Exclusion
A California appellate court ruled that a
professional services exclusion bars coveragefor losses arising out of a pipeline explosion.
Energy Ins. Mut. v. Ace Am. Ins. Co., 2017
WL 2953677 (Cal. App. Ct. July 11, 2017).

Kinder Morgan, an owner and operatorof oil and gas pipelines, used employees
provided by Comforce, a staffing company,
for construction of a water supply line.
During construction, an excavator struck an
unmarked petroleum pipeline, resulting inan explosion that killed and injured several
workers. Kinder Morgan sought coverage
from its own insurers and from ACE, which
insured Comforce under an umbrella policy.
ACE denied coverage based on a professional
services exclusion and also argued that
Kinder Morgan was not an additional insured
under the policy. Ruling on cross-motions forsummary judgment, a trial court held thatthe exclusion bars coverage, but that an issue
of fact exists as to whether Kinder Morgan
was an additional insured. The appellate
court affirmed.
The professional services exclusion provides
that “[t]his insurance does not apply to any
liability arising out of the providing or failingto provide any services of a professional
nature.” Although the policy did not define
the terms used in the exclusion, the court
held that the exclusion’s meaning is clear
because “services of a professional nature”
6has a generally accepted meaning – services
arising out of employment that involve
specialized knowledge, labor, or skill that is
predominantly mental or intellectual, rather
than physical or manual. The court further
held that the activities involved in owningand operating a pipeline, including mappingand marking underground installations, areprofessional services because they involve
specialized knowledge and generally require
extensive experience and education. Thus,
the court held that the failure to mark thepipeline that exploded falls squarely within
the ambit of the exclusion. The court notedthat even if some underlying claims do notarise out of professional services, coverage
is nonetheless barred because any suchclaims are “inseparably intertwined” with theexcluded professional services claims.
Finally, the court held that neither the
additional insured endorsement nor the
separation of insureds clause createscoverage. Even assuming that Kinder Morgan
was an additional insured under the ACE
umbrella policy (an issue in dispute), theseparation of insureds clause does not provide
coverage for Kinder Morgan because both
Comforce and Kinder Morgan engaged inprofessional services in connection withthe pipeline.

Second Circuit Deems Employer’s
Liability Exclusion Ambiguous
The Second Circuit ruled that an employer’s
liability exclusion is ambiguous and that aninsurer is obligated to defend and indemnify
underlying claims against an insured.
Hastings Develop., LLC v. Evanston Ins. Co.,2017 WL 2923921 (2d Cir. July 10, 2017).
Evanston issued a general liability policy to
Universal Phonics, Inc. (“UPI”) that provides
coverage for certain Named Insureds,
including Hastings, a subsidiary of UPI. Whena UPI employee was injured in Hastings’
building, he sued UPI, Hastings, and several
other companies. Hastings tendered theaction to Evanston, which denied coveragebased on the employer’s liability exclusion.
In ensuing litigation, a New York federal
district ruled that the exclusion does not bar
coverage. The Second Circuit affirmed.
The exclusion provides that there is nocoverage for claims arising out of injury to“an employee of the Named Insured arisingout of and in the course of employment by
any Insured, or while performing duties
related to the conduct of the Insured’s
business.” Evanston argued that this language
unambiguously bars coverage for injured
employees of all listed Named Insureds. In
support of this position, Evanston noted thatthe policy defines “employee” to include “anymember, associate, leased worker, temporary
worker of or any person or persons loaned
to or volunteering services to, any Named
Insured.” In contrast, Hastings argued thatthe phrase “the Named Insured” (as opposed
to “a Named Insured” or “any Named
Insured”) creates ambiguity as to the scope ofthe exclusion. Additionally, Hastings argued
that the Separation of Insureds provision(which requires each Named Insured to
be treated individually for purposes ofdetermining coverage) supports its contention
that the exclusion applies only if the employee
is employed by the specific Named Insured
that is seeking coverage. Thus, Hastings
reasoned, the exclusion does not bar coverageas to claims against Hastings, because theinjured worker was an employee of UPI. The
Second Circuit agreed, finding the policy
language ambiguous under the circumstances.

Property Insurance
Alert:
Kentucky Supreme Court Declines
To Adopt Expansive View Of“Collapse”

Declining to abrogate state precedent, theSupreme Court of Kentucky reiterated thatfor insurance coverage purposes, “collapse”
must be given its literal interpretation, which
requires falling down or breaking down into
pieces. Thiele v. Kentucky Growers Ins. Co.,2017 WL 2598494 (Ky. June 15, 2017).
A homeowner sought coverage for termite
damage under a policy provision covering“collapse.” The insurer denied coverage on
the basis that no actual collapse had occurred.
The homeowner sought a declaration ofcoverage, which a Kentucky trial court
granted. An intermediate appellate court
reversed, and the Kentucky Supreme
Court affirmed.

7

The Kentucky Supreme Court expressly
declined to adopt “the more lenient majorityrule” under which a structure need notactually collapse or be in imminent dangerof collapsing, so long as the damage“substantially impairs” the structural integrityof the building. Instead, the court adhered tothe plain meaning of “collapse,” finding thatit requires a structure to fall down, break orcave in order to invoke coverage under thecollapse provision.

Subrogation Alerts:
New York Court Rules That
Anti-Subrogation Doctrine Bars
Insurer’s Claim Against AnotherInsurer

A New York federal district court dismissed
an insurer’s claim seeking reimbursement for
settlement payments from another insurer,
finding that the claim is barred by the antisubrogation doctrine. Ace American Ins. Co.
v. American Guarantee & Liab. Ins. Co., 2017
WL 2840286 (S.D.N.Y. July 2, 2017).
The dispute arose out of an employmentrelated injury. The underlying defendants(a school district and a contractor) wereboth insured under various liability andexcess policies, some of which were issued
by the same insurers. American Guarantee
issued policies to Pelham School District
and Wager Contracting, while ACE issued apolicy only to Wager. The parties ultimately
reached a settlement and an interim funding
agreement under which American Guarantee

contributed $1.5 million and ACE paid $3.5
million. Thereafter, ACE sued American
Guarantee, alleging that it was responsible forthe entire $5 million. Ruling on the parties’
cross motions for summary judgment, thecourt ruled that American Guarantee was
responsible for the full settlement amount.
Under New York’s anti-subrogation doctrine,
an insurer “has no right of subrogation
against its own insured for a claim arisingfrom the very risk for which the insured
was covered.” The court ruled that theanti-subrogation rule prevents American
Guarantee from bringing an indemnity claim
as the subrogee of its insured (Pelham)
against another of its insureds (Wager) inorder to access Wager’s coverage under ACE’s
policy. The court explained that the only way
that American Guarantee could shift its shareof the settlement to ACE is via a subrogation
claim on behalf of Pelham against Wager. But
because American Guarantee also insures
Wager for at least one of the underlying
claims resolved by the settlement, the antisubrogation rule applies.
The court rejected American Guarantee’s
attempt to frame the issue as a coverage
priority dispute (i.e., that American
Guarantee’s policy is excess to ACE’s
policy), explaining:
It is [ ] a mistake to focus solely
on coverage priority as to Wager
Contracting, because American
Guarantee can only reach that entity(and its other insurance coverage)
through an indemnity claim on behalfof one insured, Pelham, against anotherinsured, Wager Contracting – which isthe exact route blocked by the antisubrogation rule.
The court also rejected American Guarantee’s
argument that the anti-subrogation rule does
not apply because the policy justifications
underlying the rule (avoiding conflicts ofinterest and improperly passing losses backto the insured) were not implicated. The court
held that the rule applies regardless of policy
implications and that in any event, American
Guarantee was, in fact, attempting to shift
liability to a policyholder that it insured forthat very risk (albeit ultimately to anotherinsurer).

8Simpson Thacher has been an international leader in the practice of insurance and reinsurance law for
more than a quarter of a century. Our insurance litigation team practices worldwide.

David J. Woll
+1-212-455-3136
dwoll@stblaw.com

Bryce L. Friedman+1-212-455-2235
bfriedman@stblaw.com

Deborah L. Stein+1-310-407-7525
dstein@stblaw.com

Mary Beth Forshaw+1-212-455-2846
mforshaw@stblaw.com

Michael D. Kibler+1-310-407-7515
mkibler@stblaw.com

Craig S. Waldman+1-212-455-2881
cwaldman@stblaw.com

Andrew T. Frankel+1-212-455-3073
afrankel@stblaw.com

Michael J. Garvey+1-212-455-7358
mgarvey@stblaw.com

Susannah S. Geltman+1-212-455-2762
sgeltman@stblaw.com

Lynn K. Neuner+1-212-455-2696
lneuner@stblaw.com

Tyler B. Robinson+44-(0)20-7275-6118
trobinson@stblaw.com

Elisa Alcabes+1-212-455-3133
ealcabes@stblaw.com

Chet A. Kronenberg+1-310-407-7557
ckronenberg@stblaw.com

George S. Wang
+1-212-455-2228
gwang@stblaw.com

Summer Craig+1-212-455-3881
scraig@stblaw.com

This edition of the
Insurance Law Alert was
prepared by Mary Beth Forshaw
mforshaw@stblaw.com /+1-212455-2846 and Susannah S. Geltman
sgeltman@stblaw.com /+1-212-4552762 with contributions
by Karen Cestarikcestari@stblaw.com.

The contents of this publication are for informational purposes only. Neither this publication nor the
lawyers who authored it are rendering legal or other professional advice or opinions on specific facts
or matters, nor does the distribution of this publication to any person constitute the establishment of an
attorney-client relationship. Simpson Thacher & Bartlett LLP assumes no liability in connection withthe use of this publication. Please contact your relationship partner if we can be of assistance regardingthese important developments. The names and office locations of all of our partners, as well as ourrecent memoranda, can be obtained from our website, www.simpsonthacher.com.
Please click here to subscribe to the Insurance Law Alert.
9SimpsonThacherWorldwide

UNITED STATESEUROPE

SOUTH AMERICANew York
425 Lexington Avenue
New York, NY 10017+1-212-455-2000

LondonCityPoint
One Ropemaker Street
London EC2Y 9HUEngland+44-(0)20-7275-6500

São Paulo
Av. Presidente Juscelino
Kubitschek, 1455
São Paulo, SP 04543-011
Brazil+55-11-3546-1000

Houston
600 Travis Street, Suite 5400
Houston, TX 77002+1-713-821-5650
Los Angeles
1999 Avenue of the Stars
Los Angeles, CA 90067+1-310-407-7500
Palo Alto
2475 Hanover Street
Palo Alto, CA 94304+1-650-251-5000
Washington, D.C.
900 G Street, NW
Washington, D.C. 20001+1-202-636-5500

ASIA

Beijing
3901 China World Tower
1 Jian Guo Men Wai Avenue
Beijing 100004
China+86-10-5965-2999
Hong Kong
ICBC Tower
3 Garden Road, Central
Hong Kong+852-2514-7600
Seoul
25th Floor, West Tower
Mirae Asset Center 1
26 Eulji-ro 5-gil, Jung-gu
Seoul 100-210
Korea+82-2-6030-3800
Tokyo
Ark Hills Sengokuyama Mori Tower
9-10, Roppongi 1-Chome
Minato-Ku, Tokyo 106-0032
Japan+81-3-5562-6200
10