Linklaters LLP

Corporate, insurance.

Duncan is a leading practitioner in the insurance sector. He has extensive experience in all types of corporate transactions within the sector, including public and private M&A, reinsurances, distribution arrangements, financings and securitisations. Duncan also advises on insurance regulation including the impact of the Solvency II Directive and the UK leaving the EU.

Duncan has led on many of the transformative transactions within the insurance sector throughout the past 25 years, including advising on several of the demutualisations of the 1990s/early 2000s, on with-profits reorganisations by major insurers and on the increased use of longevity reinsurance as an innovative structure to reduce risk on pension fund liabilities. He has also advised on many transfers of life and non-life insurance business.

Duncan is responsible for managing the firm’s relationships with several of the firm’s key insurer clients. He led the firm’s insurance sector group for 10 years.

Duncan has advised or led on, many of the insurance sector’s highest profile transactions. These include advising:  

• Lloyds TSB (now Lloyds Banking Group) on its £7bn acquisition of Scottish Widows and the subsequent demutualisation, which, in addition to being a high-profile, high-value transaction, required the negotiation of bespoke protections for Scottish Widows’ policyholders, including negotiating with regulators a series of unprecedented capital reserves  
• Old Mutual on its takeover of the Swedish-headed global insurer Skandia, which was, at the time, the highest value takeover ever in the insurance sector. This involved preparing a UK prospectus for Old Mutual which, once approved in London, was then passported for use in Sweden and other European jurisdictions and also required obtaining regulatory approval in about 30 jurisdictions  
• Swiss Re’s “Admin Re” life and pensions business on its acquisition of Guardian Assurance from Cinven and management of Guardian Assurance, which involved detailed due diligence given Swiss Re was buying from private equity sellers, and was signed at a time when there remained uncertainty as to the approach being applied by the regulators to insurers under Solvency II including the subsequent Part VII transfer of the business of Guardian Assurance to ReAssure Limited  
• Aviva UK Life on the transfer of the whole of the long-term life insurance business of Friends Life Limited and Friends Life and Pensions Limited to Aviva Life & Pensions UK Limited by way of a court-sanctioned insurance business transfer Scheme 
• the Association of British Insurers and various UK insurers on the implications of, and contingency planning for, Brexit 
• Generali Group on the disposal of its entire shareholding in Generali Nederland (and its subsidiaries) to ASR Nederland

Duncan is also a contributory author to A Practitioner’s Guide to The FSA Regulation of Insurance.

Trained Linklaters; qualified 1993; solicitor 1993-2001; partner 2001 to date.

St John’s College, Durham (1989 BA Law); Law Society Final Examination (1990).