Tomas R. Hrdlick is a partner and insurance and reinsurance attorney with Foley & Lardner LLP. Mr. Hrdlick’s practice is concentrated in the fields of corporate and regulatory insurance and reinsurance law, with a particular emphasis on transactional work within the insurance and reinsurance industries and reinsurance runoff management.
He is a former co-chair of the firm’s Insurance & Reinsurance Industry Team. Mr. Hrdlick is also a member of the firm’s Health Care Industry Team due to his experience working with health insurers.
Mr. Hrdlick represents insurance and reinsurance companies and other industry players in a variety of transactions and corporate restructurings, including reinsurance wordings, reinsurance affiliations, loss portfolio transfers, public and private company mergers, stock acquisitions, initial and secondary public offerings, private placements, shell transactions, for-profit conversions, demutualizations, mutual holding company (MHC) conversions, redomestications, and managing general agent (MGA) programs and related program business agreements.
Mr. Hrdlick also counsels such entities with respect to their regulatory affairs and filings related to such transactions, including their dealings with state insurance departments and matters involving federal agencies such as the SEC, FTC, Treasury, and OFAC.
Mr. Hrdlick also counsels insurers and reinsurers – both domestic and international – with respect to US state and federal regulatory issues impacting their business generally.
For example, he counsels health insurers on regulatory issues arising under the Affordable Care Act. He counsels domestic and international insurers on surplus lines regulations in the US, state market conduct examinations and related issues, policy wordings and filings, statutory accounting issues, federal and state antitrust issues, e-sign and other e-business issues, and issues related to compliance with OFAC and other US trade restrictions.
Mr. Hrdlick also counsels international reinsurers on regulatory developments in the US market that may impact their US assumed business, including US credit-for-reinsurance and collateral requirements.
Prior to joining Foley, Mr. Hrdlick was a senior law clerk to the Hon. Rudolph T. Randa, United States District Court Judge for the Eastern District of Wisconsin.
Education : Mr. Hrdlick is a 1988 graduate of Georgetown University Law Center and a 1985 graduate of Marquette University with a B.A. in political science.
Admissions : He is admitted to practice in Wisconsin and in the United States District Court, Eastern and Western Districts of Wisconsin.
Representative Matters :
- Counseled a UK-based international insurance company in respect of the comprehensive regulatory requirements that would need to be met in each of 51 U.S. jurisdictions for purposes of engaging in the surplus lines markets in those jurisdictions.
- Served as lead outside deal and regulatory counsel for Kemper, Inc. in its acquisition of Direct Response Corporation and its many insurance company subsidiaries. Foley took the lead in drafting and negotiating both the definitive and all ancillary agreements, as well as preparing all federal and state insurance regulatory filings and obtaining all federal and state insurance regulatory approvals that were the buyer’s responsibility in the transaction.
- Foley also handled the closing of the transaction. The deal required regulatory approvals from the state insurance departments in New York, Connecticut, California and Washington, as well as federal HSR filings.
- Represented a regional “mini-med” health insurer on the implications and issues for the mini-med industry arising under the Affordable Care Act and in seeking a waiver from the annual limit restrictions applicable to health insurers.
- Also represented insurer in developing health insurance products that do not violate the requirements and/or proscriptions of the Affordable Care Act.
- Represented Mutual Insurers Holding Company in its merger with First Nonprofit Mutual Holding Company. Foley took the lead in drafting and negotiating all of the definitive and ancillary agreements for the merger, as well as preparing all state insurance regulatory filings and obtaining all state insurance regulatory approvals.
- Foley also handled the closing of the transaction. The merger required approval from the state insurance departments in Wisconsin and Illinois.
- Represented a major national health insurer in the acquisition of Cobalt Corporation for $906 million following the for-profit conversion of Blue Cross Blue Shield United of Wisconsin. Foley represented Cobalt Corporation in the transaction.
- Foley counseled a national third-party administrator with respect to its existing contractual rights and obligations vis-à-vis a national P&C insurer, including providing strategic counsel to the TPA concerning how to best preserve its rights and maximize its financial recoveries in the event the national insurer at issue entered state insolvency proceedings.
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