The 2019 M&A Power Brokers

Inna Ashtamenko
Managing Director
Marsh

Inna Ashtamenko, Managing Director, Marsh

Marsh’s Inna Ashtamenko is lauded for being a very nuanced communicator. Whether it’s in a presentation to a board or to a panel of underwriters, she is super sensitive to her audience and the need to help the risk manager put their best foot forward.

“What sets her apart is that she understands what a risk manager needs to be successful and what the broker needs to be for that risk manager to be successful in the eyes of the executives at their company,” said a veteran risk manager with experience in the energy and transportation sectors.

“She is just very good at understanding the right fit for our team and getting people on the account to just hustle,” he added. “She is on top of it and makes all deadlines.”

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In the case of an acquisition, Ashtamenko’s client was the target company, and the acquirer used a different broker. Given the opportunity to compete for the business, Ashtamenko prevailed. The benefits to the combined companies were substantial: A premium savings of more than $3.8 million and a savings of an additional $23 million in collateral requirements to the insurer. Ashtamenko’s team effectively combined the programs while eliminating gaps in coverage and improving coverage in key areas.

A client also said Ashtamenko is very good at seeing past the glittering reputations of some brokers and instead finding the broker, even if they are more junior, who is a much better fit for the deal or the program.

“She is hands-down the best,” the risk manager said.

Jessica Harger
Vice President
Aon

Jessica Harger, Vice President, Aon

Clients give Aon’s Jessica Harger credit for being technically adept but clear enough in her communications that she doesn’t confuse things.

“A lot of brokers are guilty of using too much jargon, which often confuses the client, but Jessica cuts through all that and gets to the heart of the matter,” said Thomas Kim, director and global risk manager, KKR Capstone.

One of Harger’s clients was in a real pinch. They were trying to negotiate a purchase agreement, and the seller was unwilling to provide indemnity for two outstanding tax issues spotted by the buyer.

Harger was able to work with the legal and accounting advisors for both the buyer and the seller to craft a tax insurance solution that shielded the buyer from exposure on both tax issues. Harger feels the $600 million in coverage cobbled together with the backing of 13 carriers is one of the largest tax insurance programs ever placed.

Another client, a publicly traded company in the Fortune 500, was pursuing a merger with a unit of a UK-based public company. The newly combined company would be based in the UK, which might raise flags from the IRS on the grounds that it was an abusive inversion transaction.

In just over two weeks, Harger built an insurance program offering protection against any challenge by the IRS on anti-inversion basis.

Rohan Verna
Vice President
Marsh

Rohan Verna, Vice President, Marsh

When two energy companies merged, Marsh’s Rohan Verma was brought in at the very last minute to consolidate their workers’ compensation and auto liability programs. The companies made it very clear they expected to achieve significant synergies.

Making matters complicated, the companies had divergent approaches to risk transfer products. Verma’s team provided a total cost of risk analysis to get at the best structure for the combined company.

The team hit a home run, achieving a 60 percent rate reduction in the workers’ comp program and a 35 percent reduction on the auto liability program — yes, that’s right, the auto liability program. The team was also able to reduce the total outstanding collateral by 14 percent by selling underwriters on the combined company’s excellent financials and backing it up with analytics.




In the case of yet another large international acquisition, Verma was able to quell the fears of a risk manager who was concerned the excess liability limits for the new company might be inadequate. Verma delivered very competitive pricing in a situation where the program increased its limits by 50 percent.

“Rohan assisted with our complex integration of a company that we acquired,” said one risk manager. “In doing so he capably handled the combination of the policies and analysis of alternative structures, helping us find the most efficient way forward and reducing costs in the process,” the risk manager said.

Jonathan Gilbert
Managing Director
Alliant

Jonathan Gilbert, Managing Director, Alliant

As the long-time M&A practice leader at Crystal & Co., Jonathan Gilbert provided risk management advice for more than 2,000 transactions. In April, privately held Crystal announced it was being acquired by Alliant, but Gilbert will remain at Old Slip in Lower Manhattan.

Recently, Gilbert went to bat for an events management company that suffered a series of financial setbacks.

The company was attempting to sell its portfolio company. But there was a concern that related-party debt would be considered equity by the IRS, and therefore, interest, which was deducted from taxable income over an 11-year period, would be reversed for tax purposes. The exposure amounted to $40 million.

The buyer, of course, had no appetite for taking on an enormous tax bill. Numerous insurance brokers told them risk transfer in this case was an impossibility. The buyers then reached out to Gilbert.

After five months of negotiations, he got it done, delivering a risk solution that allowed the seller to get realization on a 10-plus year investment. This turned the deal into a sweet one for the acquirer.

“I think he very clearly understands the philosophical requirements we have from an insurance perspective, and then he is able to approach it pragmatically from a product perspective in the marketplace,” said one CFO.

“He’s got an extensive, wide knowledge, and on the very rare occasion he needs to research, he always does it quickly,” he said.

Lydia Ramcharitar
First Vice President
Alliant

Lydia Ramcharitar, First Vice President, Alliant

In the area of mergers and acquisitions, Alliant’s Lydia Ramcharitar makes her mark as a specialist in employee benefits consulting.

For a client with a poorly constructed benefit plan, she was brought in to complete due diligence on the plan just two weeks before renewal. What she saw was not pretty.

There was a lack of health care coverage for out-of-state employees; the loss ratio was at 125 percent; and there was a pending 20 percent renewal increase. In just two weeks, Ramcharitar was able to revamp the program. She eliminated all exposure, enhanced employee relations and saved the client $150,000 on their health care spend.

In another instance, Ramcharitar helped a client overcome reps and warranties exclusions in its due diligence process. The seller in the deal got an ACA non-compliance letter with an attached penalty of $630,000. Ramcharitar suggested the seller self-report the error, securing removal of the penalty fee prior to the deal closing.




“I could go on and on, I adore her,” said Elizabeth Woodhouse, AVP of human resources and talent, Walden Behavioral Care.

Woodhouse worked with Ramcharitar while at another company and brought the broker with her when she went to Walden. Ramcharitar was able to take a benefits program that was facing double-digit increases and reduce it to single-digit increases.

“She blew it out of the park in terms of knowledge and resourcefulness,” Woodhouse said.

Harry Wallace
Vice President
Marsh

Harry Wallace, Vice President, Marsh

Among his clients, Marsh’s Harry Wallace is known as an innovator in the art of placing insurance to cover tax liabilities and other obstacles that could scotch a deal if left unaddressed.

“Reps and warranty insurance is still a relatively new product, and lawyers and clients are still getting their arms around how it works,” one client said. “

Harry really adds value by rolling up his sleeves and taking the time to walk through hypotheticals and make suggestions. He does a good job of educating his clients on how to get the most value out of the policy.”

Wallace is viewed as an innovator in creating dedicated tax insurance policies that cover an acquirer if the tax liabilities in a merger or acquisition prove to be greater than anticipated.

He is also credited with creating antitrust policies [along with AIG] that cover the dealmakers for their expenses should regulators decide the deal violates federal antitrust laws and force it to be unwound.

Brought in to assist on a large and fast-moving transaction, Wallace and his team were able to craft a multi-policy solution that insured post-transaction liabilities, enabling the deal to close successfully.

In another case, Wallace heard through the grapevine an acquisition in a foreign country was being frustrated over a perceived inability to purchase R&W insurance in that country. Wallace led a conference call with the deal team and transactional liability experts in the target country, which diffused the objections one by one and enabled the deal to proceed.

The complete list of 2019 Power Broker® winners can be found here.

Finalists:

Sarah Allison
Senior Vice President
Marsh

More from Risk & Insurance

More from Risk & Insurance

Exclusive | Hank Greenberg on China Trade, Starr’s Rapid Growth and 100th, Spitzer, Schneiderman and More

In a robust and frank conversation, the insurance legend provides unique insights into global trade, his past battles and what the future holds for the industry and his company.
By: | October 12, 2018 • 12 min read

In 1960, Maurice “Hank” Greenberg was hired as a vice president of C.V. Starr & Co. At age 35, he had already accomplished a great deal.

He served his country as part of the Allied Forces that stormed the beaches at Normandy and liberated the Nazi death camps. He fought again during the Korean War, earning a Bronze Star. He held a law degree from New York Law School.

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Now he was ready to make his mark on the business world.

Even C.V. Starr himself — who hired Mr. Greenberg and later hand-picked him as the successor to the company he founded in Shanghai in 1919 — could not have imagined what a mark it would be.

Mr. Greenberg began to build AIG as a Starr subsidiary, then in 1969, he took it public. The company would, at its peak, achieve a market cap of some $180 billion and cement its place as the largest insurance and financial services company in history.

This month, Mr. Greenberg travels to China to celebrate the 100th anniversary of C.V. Starr & Co. That visit occurs at a prickly time in U.S.-Sino relations, as the Trump administration levies tariffs on hundreds of billions of dollars in Chinese goods and China retaliates.

In September, Risk & Insurance® sat down with Mr. Greenberg in his Park Avenue office to hear his thoughts on the centennial of C.V. Starr, the dynamics of U.S. trade relationships with China and the future of the U.S. insurance industry as it faces the challenges of technology development and talent recruitment and retention, among many others. What follows is an edited transcript of that discussion.


R&I: One hundred years is quite an impressive milestone for any company. Celebrating the anniversary in China signifies the importance and longevity of that relationship. Can you tell us more about C.V. Starr’s history with China?

Hank Greenberg: We have a long history in China. I first went there in 1975. There was little there, but I had business throughout Asia, and I stopped there all the time. I’d stop there a couple of times a year and build relationships.

When I first started visiting China, there was only one state-owned insurance company there, PICC (the People’s Insurance Company of China); it was tiny at the time. We helped them to grow.

I also received the first foreign life insurance license in China, for AIA (The American International Assurance Co.). To date, there has been no other foreign life insurance company in China. It took me 20 years of hard work to get that license.

We also introduced an agency system in China. They had none. Their life company employees would get a salary whether they sold something or not. With the agency system of course you get paid a commission if you sell something. Once that agency system was installed, it went on to create more than a million jobs.

R&I: So Starr’s success has meant success for the Chinese insurance industry as well.

Hank Greenberg: That’s partly why we’re going to be celebrating that anniversary there next month. That celebration will occur alongside that of IBLAC (International Business Leaders’ Advisory Council), an international business advisory group that was put together when Zhu Rongji was the mayor of Shanghai [Zhu is since retired from public life]. He asked me to start that to attract foreign companies to invest in Shanghai.

“It turns out that it is harder [for China] to change, because they have one leader. My guess is that we’ll work it out sooner or later. Trump and Xi have to meet. That will result in some agreement that will get to them and they will have to finish the rest of the negotiations. I believe that will happen.” — Maurice “Hank” Greenberg, chairman and CEO, C.V. Starr & Co. Inc.

Shanghai and China in general were just coming out of the doldrums then; there was a lack of foreign investment. Zhu asked me to chair IBLAC and to help get it started, which I did. I served as chairman of that group for a couple of terms. I am still a part of that board, and it will be celebrating its 30th anniversary along with our 100th anniversary.

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We have a good relationship with China, and we’re candid as you can tell from the op-ed I published in the Wall Street Journal. I’m told that my op-ed was received quite well in China, by both Chinese companies and foreign companies doing business there.

On August 29, Mr. Greenberg published an opinion piece in the WSJ reminding Chinese leaders of the productive history of U.S.-Sino relations and suggesting that Chinese leaders take pragmatic steps to ease trade tensions with the U.S.

R&I: What’s your outlook on current trade relations between the U.S. and China?

Hank Greenberg: As to the current environment, when you are in negotiations, every leader negotiates differently.

President Trump is negotiating based on his well-known approach. What’s different now is that President Xi (Jinping, General Secretary of the Communist Party of China) made himself the emperor. All the past presidents in China before the revolution had two terms. He’s there for life, which makes things much more difficult.

R&I: Sure does. You’ve got a one- or two-term president talking to somebody who can wait it out. It’s definitely unique.

Hank Greenberg: So, clearly a lot of change is going on in China. Some of it is good. But as I said in the op-ed, China needs to be treated like the second largest economy in the world, which it is. And it will be the number one economy in the world in not too many years. That means that you can’t use the same terms of trade that you did 25 or 30 years ago.

They want to have access to our market and other markets. Fine, but you have to have reciprocity, and they have not been very good at that.

R&I: What stands in the way of that happening?

Hank Greenberg: I think there are several substantial challenges. One, their structure makes it very difficult. They have a senior official, a regulator, who runs a division within the government for insurance. He keeps that job as long as he does what leadership wants him to do. He may not be sure what they want him to do.

For example, the president made a speech many months ago saying they are going to open up banking, insurance and a couple of additional sectors to foreign investment; nothing happened.

The reason was that the head of that division got changed. A new administrator came in who was not sure what the president wanted so he did nothing. Time went on and the international community said, “Wait a minute, you promised that you were going to do that and you didn’t do that.”

So the structure is such that it is very difficult. China can’t react as fast as it should. That will change, but it is going to take time.

R&I: That’s interesting, because during the financial crisis in 2008 there was talk that China, given their more centralized authority, could react more quickly, not less quickly.

Hank Greenberg: It turns out that it is harder to change, because they have one leader. My guess is that we’ll work it out sooner or later. Trump and Xi have to meet. That will result in some agreement that will get to them and they will have to finish the rest of the negotiations. I believe that will happen.

R&I: Obviously, you have a very unique perspective and experience in China. For American companies coming to China, what are some of the current challenges?

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Hank Greenberg: Well, they very much want to do business in China. That’s due to the sheer size of the country, at 1.4 billion people. It’s a very big market and not just for insurance companies. It’s a whole range of companies that would like to have access to China as easily as Chinese companies have access to the United States. As I said previously, that has to be resolved.

It’s not going to be easy, because China has a history of not being treated well by other countries. The U.S. has been pretty good in that way. We haven’t taken advantage of China.

R&I: Your op-ed was very enlightening on that topic.

Hank Greenberg: President Xi wants to rebuild the “middle kingdom,” to what China was, a great country. Part of that was his takeover of the South China Sea rock islands during the Obama Administration; we did nothing. It’s a little late now to try and do something. They promised they would never militarize those islands. Then they did. That’s a real problem in Southern Asia. The other countries in that region are not happy about that.

R&I: One thing that has differentiated your company is that it is not a public company, and it is not a mutual company. We think you’re the only large insurance company with that structure at that scale. What advantages does that give you?

Hank Greenberg: Two things. First of all, we’re more than an insurance company. We have the traditional investment unit with the insurance company. Then we have a separate investment unit that we started, which is very successful. So we have a source of income that is diverse. We don’t have to underwrite business that is going to lose a lot of money. Not knowingly anyway.

R&I: And that’s because you are a private company?

Hank Greenberg: Yes. We attract a different type of person in a private company.

R&I: Do you think that enables you to react more quickly?

Hank Greenberg: Absolutely. When we left AIG there were three of us. Myself, Howie Smith and Ed Matthews. Howie used to run the internal financials and Ed Matthews was the investment guy coming out of Morgan Stanley when I was putting AIG together. We started with three people and now we have 3,500 and growing.

“I think technology can play a role in reducing operating expenses. In the last 70 years, you have seen the expense ratio of the industry rise, and I’m not sure the industry can afford a 35 percent expense ratio. But while technology can help, some additional fundamental changes will also be required.” — Maurice “Hank” Greenberg, chairman and CEO, C.V. Starr & Co. Inc.

R&I:  You being forced to leave AIG in 2005 really was an injustice, by the way. AIG wouldn’t have been in the position it was in 2008 if you had still been there.

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Hank Greenberg: Absolutely not. We had all the right things in place. We met with the financial services division once a day every day to make sure they stuck to what they were supposed to do. Even Hank Paulson, the Secretary of Treasury, sat on the stand during my trial and said that if I’d been at the company, it would not have imploded the way it did.

R&I: And that fateful decision the AIG board made really affected the course of the country.

Hank Greenberg: So many people lost all of their net worth. The new management was taking on billions of dollars’ worth of risk with no collateral. They had decimated the internal risk management controls. And the government takeover of the company when the financial crisis blew up was grossly unfair.

From the time it went public, AIG’s value had increased from $300 million to $180 billion. Thanks to Eliot Spitzer, it’s now worth a fraction of that. His was a gross misuse of the Martin Act. It gives the Attorney General the power to investigate without probable cause and bring fraud charges without having to prove intent. Only in New York does the law grant the AG that much power.

R&I: It’s especially frustrating when you consider the quality of his own character, and the scandal he was involved in.

In early 2008, Spitzer was caught on a federal wiretap arranging a meeting with a prostitute at a Washington Hotel and resigned shortly thereafter.

Hank Greenberg: Yes. And it’s been successive. Look at Eric Schneiderman. He resigned earlier this year when it came out that he had abused several women. And this was after he came out so strongly against other men accused of the same thing. To me it demonstrates hypocrisy and abuse of power.

Schneiderman followed in Spitzer’s footsteps in leveraging the Martin Act against numerous corporations to generate multi-billion dollar settlements.

R&I: Starr, however, continues to thrive. You said you’re at 3,500 people and still growing. As you continue to expand, how do you deal with the challenge of attracting talent?

Hank Greenberg: We did something last week.

On September 16th, St. John’s University announced the largest gift in its 148-year history. The Starr Foundation donated $15 million to the school, establishing the Maurice R. Greenberg Leadership Initiative at St. John’s School of Risk Management, Insurance and Actuarial Science.

Hank Greenberg: We have recruited from St. John’s for many, many years. These are young people who want to be in the insurance industry. They don’t get into it by accident. They study to become proficient in this and we have recruited some very qualified individuals from that school. But we also recruit from many other universities. On the investment side, outside of the insurance industry, we also recruit from Wall Street.

R&I: We’re very interested in how you and other leaders in this industry view technology and how they’re going to use it.

Hank Greenberg: I think technology can play a role in reducing operating expenses. In the last 70 years, you have seen the expense ratio of the industry rise, and I’m not sure the industry can afford a 35 percent expense ratio. But while technology can help, some additional fundamental changes will also be required.

R&I: So as the pre-eminent leader of the insurance industry, what do you see in terms of where insurance is now and where it’s going?

Hank Greenberg: The country and the world will always need insurance. That doesn’t mean that what we have today is what we’re going to have 25 years from now.

How quickly the change comes and how far it will go will depend on individual companies and individual countries. Some will be more brave than others. But change will take place, there is no doubt about it.

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More will go on in space, there is no question about that. We’re involved in it right now as an insurance company, and it will get broader.

One of the things you have to worry about is it’s now a nuclear world. It’s a more dangerous world. And again, we have to find some way to deal with that.

So, change is inevitable. You need people who can deal with change.

R&I:  Is there anything else, Mr. Greenberg, you want to comment on?

Hank Greenberg: I think I’ve covered it. &

The R&I Editorial Team can be reached at [email protected]