Timothy V. Kemp

Corporate Transactions Involving Regulated Entities

• Regulatory counsel in $1B acquisition in the building supplies and logistics industry, obtaining approval from California Department of Financial Protection and Innovation to change control of wholly owned builders fund control escrow company. (California)
• Prepared redomestication analyses for multiple insurers evaluating potential new states of domicile and obtained approval to redomicile from both original and destination states of domicile. (Nationwide)
• Regulatory counsel to insurance holding company engaging in restructuring initiative involving merger of two insurers into a third, redomesticating the surviving insurer, declaring an extraordinary dividend, taking down excess reserves and distributing excess capital in new state of domicile. (California, South Carolina)
• Regulatory counsel in $500M acquisition of national title insurance agency by fintech company, conducting regulatory due diligence, obtaining necessary regulatory approvals in all required states, and advising acquiring company on regulatory and operational issues post-closing. (California, Texas)
• Regulatory for private equity firms acquiring majority interests in multiple title insurers and agencies. (Nationwide)
• Obtained regulatory approval of expansion applications filed by multiple national insurers and national agencies. (Nationwide)
• Formed multiple commercial and residential joint venture title agencies on behalf of settlement services providers subject to RESPA and state rebating laws. Remediated JV workflows as necessary to ensure compliance with applicable law. (Nationwide, including New York, Georgia, Texas and California)
• Formed and licensed multiple independent escrow companies regulated by the California Department of Financial Protection and Innovation. (California)
• Formed and licensed multiple underwritten title companies regulated by the California Department of Insurance. (California)
• Regulatory counsel to multiple national home builders owning, in whole or in part, title insurers and/or title agencies, mortgage companies, and/or other settlement service providers. (Nationwide)
• Regulatory counsel to multiple companies forming and/or moving the state of domicile of captive insurers. (Nationwide)
• Obtained regulatory approval of wind-down plans for multiple insurers, including transfer and assumption of risk. (Mississippi, Florida, New York)°
• Legal and regulatory counsel to insurance holding companies in the evaluation of opportunities to streamline operations through organization-wide restructuring, in the development of restructuring plans and in the implementation of those plans. (Nationwide)    
• Obtained regulatory approvals required in connection with numerous large and midmarket insurance and non-insurance acquisitions. (Nationwide)
• Coordinated efforts on behalf of multiple public companies to obtain all federal, state, and international regulatory approvals required to spin off portions of an existing public company to form separate public companies. (Nationwide)

Regulatory Examination and Enforcement

• Regulatory counsel to numerous insurers and agencies regulated by state departments of insurance preparing for and then undergoing targeted examinations, financial examinations or market conduct examinations, including examinations and inquiries involving multiple state and federal regulators working in collaboration. (Nationwide)
• Legal and regulatory counsel to a variety of settlement service providers responding to civil investigative demands issued by the Consumer Financial Protection Bureau (CFPB). (Illinois, Tennessee, District of Columbia)
• Negotiated mutually acceptable enforcement action settlements with state insurance regulators and federal financial services regulators on behalf of numerous regulated entities. (Nationwide)
• Coordinated simultaneous and/or overlapping examinations by state insurance examiners and by federal financial examiners for organizations operating as both an insurance holding company and a bank holding company. (Nationwide)

Compliance

• Minimized company’s legal and regulatory exposure by establishing and aiding in the implementation of its first global compliance program.°
• Developed programs, policies and procedures to address company’s compliance with U.S. Bank Secrecy Act of 1970 (BSA), Anti-Money Laundering (AML) requirements, the Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act.°
• Collaborated with company’s internal Audit team to develop standards and protocol for internal investigations and for auditing direct operations, corporate divisions, and independent agents.
• Led comprehensive review of company-wide systems and created and revised relevant policies and processes, resulting in stronger adherence to company, industry and legal standards in key areas:
  • Privacy, policies and protections; Management of opt-outs.°
  • Exchange of customer information among distinct companies within the holding company system and information shared with outside vendors.
  • Ownership and protections of trademarks, service marks and patented processes.
  • Public-facing marketing and advertising collateral.
  • Affiliated business arrangements and marketing services.

FinTech and InsurTech

• Regulatory counsel and subject matter expert to multiple startup and early stage FinTech and InsurTech companies by aiding them in the creation and launching of new insurance products and ancillary service products, the building of innovative business models and the integration of new technology into traditionally low-margin businesses as ways of expanding customer base, gaining a competitive edge in the market and/or realizing workflow efficiencies with the ultimate goal of improving turn times and/or profit margins in traditionally slow or low-margin businesses.

Risk Assessment & Mitigation

• Assisted company in the development and implementation of company’s initial enterprise risk assessment and management (ERM) program in consultation with company management.°
• Addressed inquiries from stock analysts, independent auditors, the press and the public relating to pending and resolved regulatory actions.°
• Worked with the marketing professionals of multiple companies to develop comprehensive marketing guidelines to drive accountability and consistent marketing standards across the organization.

Business Operations

• Served as Officer and Director of company’s primary insurance subsidiaries.°
• Developed with the management of multiple insurers a company-wide rate strategy to overhaul and simplify various existing rate structures, ensuring consistent application throughout the organization.
• Advised multiple companies and joint venture partners in the development and market deployment of new products and programs in the U.S., Canada and the U.K.
• Advised multiple companies on regulatory matters relating to onshore and offshore title and escrow operations.

Information Security & Privacy

• Collaborated with company executives in the development and testing of company’s Business Continuity Plan.°
• Partnered with company’s Chief Information Security Officer to address data breaches and to establish company’s policies for data sharing and cybersecurity insurance requirements.°

Legislative and Government

• Assisted multiple companies and industry groups in the development, preparation and submission of comments in response to proposed federal and state legislation.
• Advised insurance rating bureau in determining its rights and responsibilities under administrative law and regulations proposed by state insurance and financial services regulator and developing a strategy for protecting the interest and integrity of the rating bureau separate and apart from those of its member companies.
• Led company in the development of proprietary legislative monitoring and tracking system utilizing its offshore resources.°
• Created and helped implement federal and state government relations strategies for multiple clients.

°The above representations were handled by Mr. Kemp prior to his joining Greenberg Traurig, LLP.

• Senior Attorney, Public Lands, Mississippi Secretary of State

• First American Financial Corporation, 1994-2014
  • Deputy General Counsel
  • Senior Vice President, Corporate Secretary and Director
  • Chief Regulatory and Government Relations Counsel
  • Chief Compliance Officer/Counsel
  • Vice President, Associate Senior Underwriter
  • Vice President, State Counsel

• Team Member, a Law360 "Real Estate Practice Group of the Year," 2023

• Member, American Bar Association
• Member, American Land Title Association
  • Former Chairman, NAIC Liaison Committee
  • Advisor and Speaker
• National Association of Insurance Commissioners (NAIC)
  • Advisor and Speaker
• National Conference of Insurance Legislators (NCOIL)
  • Advisor and Speaker
• Member, Real Estate Service Providers’ Council (RESPRO)
  • Speaker