Insurance 

Insurance M&A and regulatory advice

In 2025, we advised on approximately GBP10 billion of UK insurance sector M&A. That included advising Athora on its GBP5.7bn acquisition of Pension Insurance Corporation Group, marking their entry into the UK market and creating one of Europe's largest insured savings and retirement services businesses. We also advised Brookfield Wealth Solutions on its GBP2.4bn recommended takeover of Just Group, and Ageas on its GBP1.295bn acquisition of esure Group from Bain Capital.

Our corporate M&A work spans the full range of insurance transactions: life and non-life business sales, portfolio transfers, intermediary acquisitions, insurtech investments, and deals involving private capital and non-traditional investors. We have particular strength in transactions involving private equity and alternative capital, and we act regularly in cross-border deals across multiple jurisdictions simultaneously.

Our regulatory practice covers licensing, governance, solvency, regulatory engagement and enforcement. We have also helped shape the rules themselves, advising regulators, governments and trade associations on the development of Solvency II and drafting insurance regulatory rulebooks for special economic zones including NEOM.

Leading the pension risk transfer market

Our team has developed some of the most complex and innovative structures in this market, including captive reinsurance arrangements and pass-through structures that allow pension schemes to access wholesale reinsurance pricing directly. We continue to be market leaders in this space.

Market leaders across key insurance jurisdictions

Complex insurance transactions rarely stay within a single jurisdiction. Ours do not either. We have led deals spanning the UK, Europe, Bermuda, Asia Pacific and the Middle East, operating as a single team rather than a network of separate firms.

In Germany, we are ranked top tier by both Chambers and JUVE for insurance transactional and regulatory work. In Luxembourg and Belgium, our insurance practice is recognised across leading directories. In London, our M&A, reinsurance and PRT work places us among the market's most active practices.

• Athora Holding Ltd. on its agreement to acquire Pension Insurance Corporation Group Limited (PICG), one of the UK's leading pension solutions providers for GBP5.7 billion. The acquisition marks Athora's entry into the UK market and will create one of Europe's largest insured savings and retirement services businesses, building on Athora's existing subsidiaries in the Netherlands, Italy, Belgium and Germany.
• Brookfield Wealth Solutions on its recommended GBP2.4 billion takeover of Just Group plc, a UK-based retirement specialist and leader in defined benefit de-risking and individual retirement income markets. The acquisition creates a leader in the UK annuity and life insurance space, combining BWS subsidiary Blumont's capital strength with Just Group's established platform and market presence.
• A&O Shearman advised the Trustee of the BBC Pension Trust Scheme on a longevity swap covering approximately GBP6bn of its pensioner liabilities, representing around 21,000 members, with the Metropolitan Life Insurance Company. The transaction is the joint fifth largest longevity swap by premium ever completed in the UK.
• We also advised the Trustee of the BT Pension Scheme on two parallel longevity swap reinsurance transactions covering GBP10 billion of its pensioner liabilities, with Swiss Re Europe S.A. and RGA International Reinsurance Company respectively. 

• Ageas on its GBP1.295 billion acquisition of esure Group from Bain Capital, one of the largest UK non-life insurance transactions of the year. The acquisition strengthens Ageas's position in the UK non-life insurance market and extends its direct-to-consumer capability.
• A&O Shearman also advised Ageas on two concurrent transactions with Saga: the establishment of a 20-year affinity partnership with Saga's insurance broking business, Services Limited, and the acquisition of Saga's insurance underwriting business, Acromas Insurance Company Limited. The structure required advice spanning M&A, insurance regulatory, and distribution agreement disciplines simultaneously.
• Lloyds Banking Group Pensions Trustee on three longevity insurance and reinsurance arrangements totalling GBP4.8 billion, protecting the scheme against the risk of members living longer than expected. The transactions form part of a broader de-risking strategy for one of the UK's largest occupational pension schemes.