About

Alan Johnston, global counsel at Liberty Mutual Insurance, joined the company in 2015 as general counsel after 15 years in private practise with A&L Goodbody from training through to partner level in the corporate and M&A department. In July 2018, he was promoted to global counsel, carrying out work both for the Irish business and the Global Liberty Mutual organisation elsewhere, including Hong Kong, Singapore, Bangkok and Bogota. Liberty Mutual Insurance has been re-organising its business operations and markets in Europe since 2018. In essence, for the Irish business, this involved two highly complex court approved processes, a cross border merger and portfolio transfer, running in parallel and heavy engagement with regulators in Ireland, Spain, Portugal and the UK. A few specific examples of what this project entailed are: due diligence of over 700 contracts prior to a pre-branching group restructuring; and interim distribution, share transfers and contribution of the entire Irish business to Liberty Spain such that Liberty Insurance Ireland became a subsidiary of Liberty Spain, with the Irish regulator’s approval. Pursuant to Solvency II regulations, the legal team completed a €40m ancillary own fund transfer of Tier 2 capital subscription agreements from Ireland to Spain with Irish Regulator approval. Johnston led engagement with regulators in Ireland, the UK, Spain and Portugal, with three regulatory licence extensions, Brexit considerations and successfully defending objections to the transaction in both the Irish High Court and Court of Appeal. Johnston says that, ‘the primary learnings from this transaction were that I enhanced significantly my experience of dealing with regulators (four in this case) and learned how, depending on culture and local norms, different approaches are needed to be taken with each in order to achieve our objective’. Accomplishing all of this with a lean three person legal team, since 2018, is an excellent achievement. It has become a key branch of the wider Liberty Group legal community and is available to guide the business in a proactive and solution driven way and thereby significantly reducing the potential legal risk faced by the business. Johnston says that, ‘our small size has not hindered us but in fact has helped us to be more agile and innovative. We have learned fast how and when to utilise new tools and technology to assist us’. Examples of the technology and tools it uses include an e-data room (Accellion) to give multiple-party any time access to large volume contract databases and due diligence data for a group restructuring impacting Ireland and an e-discovery tool used to retrieve mailboxes of former employees and conduct search of key words, creation of an e-data room of all documents and emails collated for Competition and Consumer Protection Commission (CCPC) industry wide investigation. The team also created a new online contracts database to support all business functions with contract management and a new online legal report which is updated in real time to track the team’s work in progress with status and top priorities.