Nicole Zayac is counsel in Willkie’s Corporate & Financial Services Department and a member of the Insurance Transactional and Regulatory Group. She has broad insurance regulatory experience and regularly advises insurance industry participants on regulatory and compliance issues.
Nicole represents insurance clients from all segments of the industry, including insurers, reinsurers, MGAs, producers, TPAs, adjusters, and investors. She advises clients on compliance matters as they relate to business operations, new products, and transactions involving regulated entities and assists clients with responses to regulatory investigations and compliance actions by state insurance regulators. She provides compliance advice on issues such as surplus lines and other forms of non-admitted insurance, as well as credit for reinsurance, product reviews, licensing requirements, platform integration, advertising, and general business practices. She also works with insurtech clients to address regulatory and licensing issues at all stages of development.
Nicole also advises on 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 represents investors, including private equity funds, with regulatory aspects of investments in, or acquisitions of, regulated insurance entities. In addition, Nicole advises clients in forming both insurance companies and producer entities, providing regulatory counsel and securing needed approvals from formation through licensing. She drafts and obtains required regulatory approval for services, agency, broker, and cost sharing contracts for insurance companies.
Experience
- Association of Insurance Compliance Professionals
- California Lawyers Association Business Law Section, Insurance Law Standing Committee (Chair 2019-present)
- Surplus Lines Law Group
- Federation of Regulatory Counsel
PUBLICATIONS
- Publication – February 8, 2017
Co-author, "Uniformity Vs. Autonomy In Insurance Regulation: Part 1," Law360 - Publication – February 9, 2017
Co-author, "Uniformity Vs. Autonomy In Insurance Regulation: Part 2," Law360 - Publication – February 2016
“‘Gig Economy' Guarantees; Customer Service or Unauthorized Insurance,” The Corporate Counselor - Publication – April 15, 2015
“Interest In Ride-Sharing Insurance Is Revving Up," Law360
SPEAKING ENGAGEMENTS
- “Surplus Lines: What Do You Mean My Insurer Isn’t Licensed* (*and that’s ok),” California Lawyers Association Business Law Section’s Insurance Law Symposium: Insurance Law & Regulation For Non-Insurance Lawyers, May 20, 2021
- “Surplus Lines Compliance – Yes, Surplus Lines Are Regulated: What the Compliance Professional Needs to Know,” Association of Insurance Compliance Professionals 2020 Virtual Compliance Checkup, December 16, 2020
- “Is the Whole World on Fire? Hot Topics in Insurance!,” California Lawyers Association (CLA) 2020 Virtual Annual Meeting, September 24, 2020
- “Compliance Events from End to End: Assessing Risks, Identifying, Recovering and Dealing with the Aftermath,” Association of Insurance Compliance Professionals 2019 Annual Meeting, Denver, CO, September 25, 2019
- “The NAIC and Compliance – Its Resources and Effect on Regulation,” Association of Insurance Compliance Professionals 2019 Annual Meeting, Denver, CO, September 24, 2019
- "California Compliance Reminders following Admiral Settlement," Surplus Lines Law Group Fall Meeting, Pittsburg, PA, October 6, 2017
- "Government Investigations: Brokers Beware," M&R Insurance Hot Topics, May 2017
- "Regulatory Reminders: Coverage Pertaining to Emerging Markets, the Sharing Economy, and New Technology under Surplus Lines Policies," National Association of Professional Surplus Lines Offices (NAPSLO) Surplus Lines Law Group Spring Meeting, Denver, CO, April 6, 2017
Prior to joining Willkie, Nicole was an attorney at DLA Piper.
Her experience includes the following representative matters*:
- 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 related 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 by an insurance holding company and certain of its insurer and producer subsidiaries 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 client's cooperation. To 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 client's 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 Nonadmitted 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 arid 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, advised alien insurer clients on trusteed reinsurance status and requirements, including qualification for reduced collateral.
*Nicole advised on these matters prior to joining Willkie in 2022.
Credentials
Education
University of California, Berkeley, School of Law, J.D., 2002 Fletcher School of Law and Diplomacy at Tufts University, MALD, 2002 Michigan State University, B.A., 1998