- Association of Insurance Compliance Professionals (P&C Planning Committee)
- Property Casualty Insurers Association of America
Bar & Court Admissions
- State Bar of California
- United States District Court for the Northern District of California
- United States Court of Appeals for the Ninth Circuit
California Lawyers Association (Insurance Committee)
Federation of Regulatory Counsel
University of California, Berkeley, School of Law, J.D.
Tufts University, MALD
Michigan State University, B.A.
Nicole M. Zayac
Counsel in M&R’s Regulatory & Administrative Department, Nicole Zayac specializes in the insurance industry, focusing her practice on regulatory issues, compliance, and mergers and acquisitions.
Ms. Zayac represents insurance clients from all segments of the industry, including producers, adjusters, MGAs, insurers, reinsurers, and investors. She represents clients in connection with investigations and compliance actions by state insurance regulators. Ms. Zayac also provides compliance counsel on issues such as surplus lines and other forms of non-admitted insurance, licensing requirements, and advertising, and general business practices.
Ms. Zayac assists with the regulatory aspects of complex transactions, including internal reorganizations of holding companies, acquisitions, domestications of branches of alien insurers, and redomestication of insurance companies. She also advises clients in forming both insurance companies and producer entities; providing regulatory counsel and securing needed approvals from formation through licensing. Additionally, Ms. Zayac drafts and obtains required regulatory approval for services, agency, broker, and cost sharing contracts for insurance companies. Further, she represents investors, including private equity funds, with regulatory aspects of investments in, or acquisitions, of regulated insurance entities.
Ms. Zayac is a member of the Women Attorneys of M&R (WAMR).
Ms. Zayac received her J.D. from the University of California, Berkeley School of Law while concurrently earning her Masters of Arts in Law and Diplomacy (MALD) from Tufts University. Prior to her joint J.D./MALD degrees, she was conferred her B.A., in International Relations, from Michigan State University.
Insurance Company Acquisition and Licensing: Acted as special insurance regulatory counsel to a start-up mortgage guaranty insurer in connection with the acquisition of a shell company, and its initial capitalization. Continued to work with the company through the NAIC National Treatment Working Group to achieve rapid nationwide licensing, which required exemptions from seasoning requirements by many states. Coordinated efforts to address issued relating to the mortgage guaranty industry.
Insurance Holding Company Reorganizations and Acquisitions: Represented a large title insurer in connection with a series of internal restructurings, spin-offs, and external acquisitions, including the acquisition of a large competitor, as well as a company previously spun off. Due to the size of the company and the number of insurers, title agencies, and other licensed entities, each restructuring required numerous regulatory filings, including Form A exemptions, extraordinary dividend filings, Form D filings for affiliate agreements, title agency change of ownership notices, underwritten title company filings, and filings relating to changes affecting other licensed entities, including escrow companies and appraisal management companies. The acquisitions involved similar filings, and also required state antitrust (Form E) filings due to the company’s market share.
Insurance Regulatory Compliance; Surplus Lines: Advised clients on the intricacies of the non-admitted market in California, including activities that cannot be performed in the state, compliance issues for surplus line brokers affiliated with non-admitted insurers, and complexities raised by the affiliation of California domestic insurer with a non-admitted insurer. Prepared operating guidelines and broker agreements for clients, performed compliance review of client marketing materials, and advised clients in connection with investigations by the California Department of Insurance.
Insurance Regulatory Compliance and Training; Surplus Lines: Instrumental in resolving very difficult and complex claims involving alleged licensing violations and the unlawful transacting of surplus lines insurance prosecuted by the California Department of Insurance. More specifically, reached a $12 million settlement, taking the form of a Stipulation and Waiver, half of which was suspended in light of the cooperation of M&R’s clients, an insurance holding company and certain of its insurer and producer subsidiaries. Toward that end, conducted an in-depth internal compliance review, developed operating procedures and agreements to address issues related to the Department’s allegations, and led subsequent training sessions for the clients’ California personnel on surplus line compliance.
Insurance Company Formation and Licensing: Represented a California workers compensation insurer through initial formation and licensing at the peak of the California workers’ compensation crisis. Working with the California Department of Insurance, obtained the necessary organizational permit and California certificate of authority for the start-up company to begin operations quickly, and assist in addressing the crisis.
Insurance Industry Legislation: Drafted and worked with the Department of Insurance on finalization; worked on adoption of California legislation in various insurance regulatory areas to address client needs, including legislation impacting the title insurance industry; updates to laws governing investments by financial guaranty insurers; state implementation of the Non-admitted and Reinsurance Reform Act of 2010; and other changes to California surplus line laws.
Alien Insurers; Domestication: Alien insurer, which had a United States branch with a port of entry in New York, was merging with an affiliate, which had no branch, under the laws of its state of domicile. Provided insurance regulatory advice regarding consequences of merger and options for addressing regulatory issues. Obtained regulatory approval from New York and California for the domestication of the branch into a subsidiary of the surviving affiliate concurrent with the merger. Made UCAA Corporate Amendments: Merger filings in all states in which the branch was licensed. Advised client on integration issues, including role of former US manager of the branch and rate and form issues.
Insurance Acquisitions; Holding Company Act: Represented a private equity fund in connection with its acquisition of a catastrophe insurer. Obtained Form A approval on an expedited basis in order to facilitate timing of closing in relation to the wind storm season.
Alien Insurers; Compliance and Reinsurance: Advised alien insurers on compliance issues and options for access to United States markets, including surplus lines, formation or acquisition of a United States affiliate, and reinsurance structures. Additionally, counseled alien insurer clients on trusteed reinsurance status and requirements, including qualification for reduced collateral.
- Insurance Journal, January 11, 2016
- The Recorder, August 17, 2015
- San Francisco Business Times, August 13, 2015
- Business Insurance, August 13, 2015
- Law360, February 9, 2017
- Law360, February 8, 2017
- The Corporate Counselor, February 2016
- Law360, April 15, 2015
Past Speaking Engagements
- M&R Insurance Industry GroupWebinar, October 25, 2017
- Surplus Lines Law Group Fall MeetingPittsburg, PA, October 6, 2017
- Michelman & Robinson, LLP (M&R) Insurance Hot TopicsMay 2017
- Regulatory Reminders: Coverage Pertaining to Emerging Markets, the Sharing Economy, and New Technology under Surplus Lines PoliciesNational Association of Professional Surplus Lines Oﬃces (NAPSLO) Spring MeetingDenver, CO, April 6, 2017
- California Insurance Wholesalers Association (CIWA) Summer ForumMonterey, CA, June 28, 2016
- National Association of Professional Surplus Lines Offices (NAPSLO) Surplus Lines Law Group MeetingSonoma, CA, March 15, 2016
- California Insurance Wholesalers AssociationLa Jolla, CA, January 11, 2016
- TRIPRA-ing into the Future: The Current State of Terrorism Coverage, How We Got Here, and What to ExpectWestern State Surplus Lines ConferenceJune 21, 2015
- Surplus Lines Association of California (SLA CA) 2015 Annual MeetingSan Francisco, CA, Winter 2015
- Surplus Line Insurance in California: Watch Out July 21, 2017
- Zenefits Settlement a Forceful Reminder of Importance of Licensing Compliance December 2, 2016
- Duty to Defend: Surplus Line Brokers and Professional Liability August 11, 2016
- MetLife and Federal Regulators Battle Over 'Systemically Important' Label July 19, 2016
- One Step Closer to Single State Surplus Lines Taxation – the Rise and Fall of NIMA in the Post-NRRA Era July 7, 2016
- Looming Preemption: State Regulators Consider Ramifications of U.S. / EU Bilateral Insurance Agreement May 27, 2016
- National Association of Registered Agents and Brokers Gets its First Board Nominees January 15, 2016
Upcoming Speaking Engagements
- California Insurance Wholesaler Association (CIWA) 2018 Summer ForumMonterey, CA, June 25, 2018
- California Insurance Wholesalers Association (CIWA) Summer ForumJune 28, 2016
- NAPSLO Spring Surplus Lines Law GroupMarch 15, 2016
- California Insurance Wholesalers Association's (CIWA) 2016 California Wholesalers Industry DaysJanuary 11, 2016