General counsel | Zurich Insurance Europe
Nicola O’Connell
General counsel | Zurich Insurance Europe
What are the most significant cases or transactions that your legal team has recently been involved in?
The most material transaction that the Zurich Ireland legal team recently supported was the cross-border conversion of its Irish authorised non-life insurer, Zurich Insurance, into a German stock corporation which is now known as Zurich Insurance Europe.
The transaction was carried out under the EU Mobility Directive implemented in Ireland in 2023, and was the first time the head office and place of incorporation of an Irish company was migrated by way of cross-border conversion using the Mobility Directive; and the first cross-border conversion of a regulated insurance company anywhere in Europe.
A cross-border conversion has the advantage of allowing a company with limited liability to move its place of incorporation and head office from one EU Member State to another, while retaining its corporate history and legal personality, with the assets, liabilities, contracts and employees remaining with the same entity throughout the process. The Irish general insurance business of Zurich continues to be run through an Irish branch of Zurich Insurance Europe, with no policyholder impact resulting from the conversion.
The multi-faceted nature of the transaction involved an Irish High Court process; obtaining authorisation from the German regulatory authority, BaFin; and required a cross-functional approach with significant collaboration between internal and external legal, financial and operational teams in Ireland, Germany and Switzerland. As the first transaction of its kind in Ireland, it required an innovative and agile mindset, drawing on the experience and complementary skillsets of all involved.
What has the legal team done that has impacted the strategic direction of the company?
The legal team plays a significant role in facilitating the strategic direction of the Zurich businesses in Ireland. It does that through its seat at executive committee level, providing input and influence beyond strictly legal and regulatory questions when strategy is being shaped, and at implementation stage.
As the function with responsibility for identifying legal and regulatory developments, it may be the first to appreciate the challenge a new law or regulation poses for the achievement of strategic goals, or indeed the opportunity it may present. The complex area of non-financial (ESG) reporting is one in which the legal function has been a key contributor on strategic questions regarding approach and methodology.
Have you used AI in your day-to-day work? If so, how useful do you find it?
We are considering the AI tools we can safely incorporate into our day-to-day work. My initial impressions are that we need to maintain a healthy scepticism about content generated by AI, which can appear highly credible but is not accurate. If used correctly, these tools will become a game changer for contract reviews and the more process driven tasks of in-house legal teams. Those teams will need to become expert in the regulatory rules regarding AI, so that we can advise on its use by our wider businesses.