Primary Industries

Industry Associations

  • 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

Professional Affiliations

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. 

Photo of Nicole M. Zayac

Nicole M. Zayac

San Francisco
T: 415.882.7770
F: 415.882.1570
Representative Matters
Upcoming Events
Full Bio

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. 

Representative Matters

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 AcquisitionsRepresented 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. 

Media Mentions

Past Speaking Engagements

Upcoming Speaking Engagements