Seth L. Rosen, of counsel to the firm, is a member of the Tax Department and the Financial Institutions Group whose practice focuses primarily on tax issues of particular importance to insurance companies and their affiliates, including insurance company mergers and acquisitions; financings and restructurings; the development of insurance, reinsurance and annuity products; and overall tax planning. In addition, Mr. Rosen works with private equity groups and other investment managers who are active in the insurance sector. He also represents tax exempt clients, including public charities and private foundations. Chambers USA recommends him as a leading tax lawyer where sources say that he is “very knowledgeable,” and note he is “involved in a lot of funds transactions,” he’s very astute, has a very good technical understanding of a transaction, and brings good business judgment as well as good tax judgment” while another recalls: “I thought he was really top notch, as well as client-oriented.” He was also recognized by The Legal 500 US, where he was noted as “one of the best tax lawyers in the country.” Mr. Rosen received The Legal Aid Society’s Award for Outstanding Pro Bono Service in 2003 and 2012 for his work teaching young lawyers how to counsel not-for-profit entities.
Mr. Rosen writes and speaks frequently on tax topics of importance to the insurance industry. Recent lectures have included “Current Development Affecting M&A Transaction Planning,” Insurance Tax Conference (2015); “The Rector Report and Other Regulatory Development Affecting Capital Management,” Insurance Tax Conference (2014); “M&A Tax Issues for Insurance Companies in the Current Environment,” Federal Bar Association Income Tax Seminar (2013); “Ethics – Developments Applicable to In-House Tax Departments and Advisors,” Life Insurance Council of New York (2013); “Developments in M&A,” Insurance Tax Conference (2013); “Advanced Reinsurance,” Insurance Tax Conference (2012); “Case Study,” Insurance Tax Conference (2011); “Corporate Restructuring,” Insurance Tax Conference (2009); and “Not-for-Profit Incorporation,” The Legal Aid Society (2002-15). Mr. Rosen is co-author of “XXX Reserve Funding is Debt for Federal Tax Purposes,” Taxing Times (September 2009). Mr. Rosen has served as Chair of both the Council on Taxation and the Committee on Taxation of Corporations of the Association of the Bar of the City of New York; as a Member-At-Large of the Executive Committee of the New York State Bar Association’s Tax Section; and as a member of the Committee on Insurance Companies of the American Bar Association’s Tax Section. Mr. Rosen serves as a member of the Board of Directors of the Insurance Tax Conference; as a member of the Board of Governors and of the Executive and Finance Committees, and as Chair of the Community Engagement Committee, of the Reconstructionist Rabbinical College and Jewish Reconstructionist Communities; and as a member of the Board of Trustees, and of the Audit Committee, of the Newark Museum. Mr. Rosen was formerly a member of the Board of Directors and Corporate Secretary of VisionSpring.
Mr. Rosen joined Debevoise in 1981 and became a partner in 1989. He received his B.A. magna cum laude from the University of Pennsylvania in 1977 and his J.D. cum laude from New York University in 1980, where he was executive editor and book review editor of the Law Review and a member of the Order of the Coif. From 1980-1981, Mr. Rosen served as law clerk to the Hon. William H. Timbers, U.S. Court of Appeals for the Second Circuit.
- Guardian Life in the sale of its majority ownership in eMoney Advisor, a leading wealth planning software company, to Fidelity Investments.
- Guardian Life in its sale of RS Investments to Victory Capital.
- Sun Life in two reinsurance agreements, and a related administrative agreement, with affiliates of Enstar Group Limited.
- Exor as insurance M&A counsel in its contested $6.9 billion acquisition of PartnerRe, a Bermuda-based reinsurance company.
- Prudential Financial in its acquisition of The Hartford’s Individual Life Insurance business.
- Goldman Sachs and Global Atlantic in the separation of Goldman Sachs’ insurance and reinsurance businesses from Goldman Sachs.
- Global Atlantic in its acquisition of the life insurance business of Aviva USA.
- Prudential Financial in a $3 billion AXXX reserve financing.
- AXA Financial in the $1.06 billion sale of MONY Life Insurance Company and reinsurance of an in-force book of life insurance policies to Protective Life Insurance Company.
- BofA Merrill Lynch, Wells Fargo Securities, Citigroup and J.P. Morgan as joint bookrunners in the $600 million offering of 4.250% senior notes due 2023 by Liberty Mutual.
- Sun Life Financial in the $1.35 billion sale of certain of its U.S. subsidiaries.
- Goldman Sachs Reinsurance Group in its acquisition of the Bermuda-based reinsurance operations of Ariel Holdings.
- Goldman, Sachs & Co., Citi and Credit Suisse as book-running managers for the $9.7 billion combined primary and secondary offerings of common stock and common equity units by MetLife and AIG.
- Protective Life Insurance Company and its wholly owned captive reinsurer, Golden Gate IV Vermont Captive Insurance Company, in a $790 million letter of credit-based financing of XXX reserves.
- Sun Life Financial and Sun Life Assurance Company of Canada in Sun Life’s sale of its life reinsurance business to Berkshire Hathaway Life Insurance Company of Nebraska.
- New York Life Investments in its acquisition of a majority interest in Private Advisors, a manager of private equity and hedge funds of funds with $3.9 billion in assets under management.
- A major U.S. life insurance company in a privately placed “RE-REMIC” transaction.
- American International Group in the proposed sale, later terminated, of AIA Group Limited to Prudential plc for $35.5 billion.
- Protective Life Insurance Company in the $628.1 million acquisition, together with Athene Holding Ltd., of Liberty Life Insurance Company, the U.S. life insurance and annuity business of Royal Bank of Canada, and its $316 million acquisition of United Investors Life Insurance Company from Torchmark Corporation.
- American International Group (AIG) and American International Assurance (AIA) in the transfer of interests in AIA to the Federal Reserve Bank of New York in exchange for cancellation of debt owed by AIG to FRBNY in the amount of $16 billion.
- Pacific Life Insurance Company in its $1 billion offering of surplus notes.
- Swiss Re Life & Health in its $1.5 billion letter of credit-based XXX financing with JP Morgan.
- American International Group in its sale of AIG Life Insurance Company of Canada to BMO Financial Group.
- Prudential Financial in the combination of its retail securities business, Prudential Securities, with Wachovia Securities to create the third largest brokerage firm in the U.S. and in its $4.5 billion sale of such interest to Wells Fargo.
- New York Life Insurance in its $1 billion offering of 6.75% surplus notes due 2039.
- Pacific Life Insurance Company in its $1 billion offering of 9.25% surplus notes due 2039.
- The American Association of Publishers and five publishing houses in responding to a Department of Justice antitrust investigation in connection with the proposed settlement of a copyright infringement action challenging Google’s plan to build a virtual library.
- Liberty Mutual in its $6.2 billion acquisition of Safeco Corporation.
- The Hartford Financial Services Group in its $500 million offering of 8.125% fixed-to-floating rate junior subordinated debentures due 2068.
- Prudential Financial in its $600 million offering of 8.875% fixed-to-floating rate subordinated notes, due 2068 and its $900 million offering of junior subordinated notes due 2068.
- Prudential Financial in a $500 million financing of AXXX reserves.
- Hartford Life in a $1.4 billion letter of credit-based AXXX financing.
- Chubb in its $1 billion offering of 6.375% directly-issued subordinated capital securities due 2067.
- Cerberus Capital Management and MassMutual Capital in their $600 million purchase of a controlling interest in Scottish Re.
- The Hartford Financial Services Group in Glen Meadow Pass-Through Trust’s $500 million offering of ABC pass-through trust securities due 2067.
- Stone Point Capital and Harbor Point in the formation and initial $1.5 billion capitalization of Harbor Point Limited, a global reinsurance company based in Bermuda, and Harbor Point’s acquisition of the ongoing business of Chubb Re, a subsidiary of The Chubb Corporation.
- ACE Limited in its sale of three subsidiaries–American Reinsurance Company, Brandywine Reinsurance Co. (UK) Ltd. and Brandywine Reinsurance Company S.A.–to Randall & Quilter Investment Holdings Limited.
- Phoenix Life Insurance Company in the sale of broker-dealer subsidiaries to Linsco/Private Ledger Financial Services.
- AXA’s Equitable Life Assurance Company subsidiary in the conversion of its Prime Property Fund real estate separate account into a real estate investment trust.
- China Life in its nearly $3.5 billion global initial public offering and listing on the New York Stock Exchange, the largest IPO worldwide in 2003.
- New York University School of Law, 1980, J.D.
- University of Pennsylvania, 1977, B.A.
- New York
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