Assistant General Counsel- M&A Law

Senior Transactional Attorney

Talcott is seeking a senior transactional attorney to serve as a legal partner on the company's M&A, block and flow reinsurance, and strategic capital initiatives across its U.S., Bermuda, Cayman, Japan life and annuity platform. The Assistant General Counsel M&A law role will report to the Head of M&A law. This dynamic position will structure, negotiate, and execute complex domestic and cross-border transactions.

The acquisitions may include in-force blocks, coinsurance, modco treaties, sidecars, joint ventures, and related financing arrangements. Our selected candidate will serve as a trusted advisor to Corporate Development, Investments, Actuarial, Finance, Risk, and senior leadership. This role offers significant ownership of high-profile transactions in one of the most active segments of the insurance industry. Our preferred candidate shall work out of our Hartford, CT.

office or Charlotte, N.C. office on a hybrid schedule. We will consider remote work arrangements.

Responsibilities:

• Lead drafting, review, and negotiation of term sheets, transaction agreements, specifically coinsurance, modco, and funds-withheld reinsurance treaties, retrocession agreements, trust and security/collateral arrangements, administrative services agreements, transition services agreements, and ancillary deal documentation.
• Serve as primary legal point of contact on assigned transactions — managing deal execution end-to-end across structuring, due diligence, regulatory analysis, negotiation, closing, and post-closing integration.
• Advise on Insurance Holding Company Act (Form
  
  A) matters, Credit for Reinsurance requirements, affiliate transaction approvals, and other state
• Manage outside counsel, financial advisors, accountants, and actuarial consultants — driving quality, efficiency, budget discipline, and accountability.
• Monitor and synthesize developments in NAIC working groups, state insurance law, Bermuda Monetary Authority rule making, and federal tax/securities regimes affecting (re) insurance M&A, and brief senior leadership on impact.
• Support ongoing contractual administration of reinsurance arrangements post-close amendments, recaptures, commutations, novations, disputes and audits.
• Partner with Corporate Development, Actuarial, Investments, Finance, Tax, Risk, and senior executives — translating legal risk into business terms and offering practical paths
• Support scalable playbooks, precedent libraries, and operating procedures for the M&A and reinsurance legal function as the platform grows.

Qualifications:

• J.D. from an accredited U.S. law school; active member in good standing of at least one U.S. bar
• Minimum of 8 years of relevant transactional experience at a top-tier law firm and/or in-house at a major life/annuity (re) insurer, with meaningful exposure to insurance M&A and/or reinsurance
• Direct experience with reinsurance is required for this position
• Working knowledge of block reinsurance and loss portfolio transfers of annuity (fixed, indexed, variable, payout) and life (UL, ULSG, term, whole life, LTC) liabilities both within the US and in cross border transactions (Bermuda, Cayman, Asia Pacific)
• Experience supporting a sidecar, third-party capital vehicle, or strategic reinsurance platform is a plus
• Demonstrated ability to lead-negotiate complex purchase agreements and reinsurance treaties within the life and annuity space from term sheet to close, including coinsurance, modco, funds-withheld, and combination structures
• Strong knowledge of issues related to risk transfer, recapture triggers, collateral and trust mechanics and certified and reciprocal jurisdiction reinsurer regimes.
• Ability to translate complex actuarial, accounting, and tax concepts into clear contractual language.
• Excellent client management skills, able to serve as a partner to the business to help form and execute strategic projects
• Sound ethical and legal judgment with the capacity to effectively negotiate with business partners
• Ability to work independently and/or collaborate with cross-functional team members outside
• Demonstrated business savvy with a strategic focus for problem solving
• Effective communicator…