Peter Koch Partner


Speaks:  English

Year of Call: 1981 - Ontario

Primary phone: +1 519-575-7540

Fax: +1 519-571-5040

Email: peter.m.koch@gowlingwlg.com

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Primary office:  Waterloo Region



Peter Koch

Peter is lead partner in Gowling WLG’s Waterloo Regional office practising in financial institutions regulatory law, mergers and acquisitions, and financial services. Peter has acted for financial institutions on the purchase and sale of insurance companies, brokerages and agencies, including assumption and indemnity reinsurance arrangements for both property and casualty and life insurance companies. In connection with his financial services practice Peter has advised in connection with regulatory approvals required under the Insurance Companies Act (Canada) and the provincial legislation regulating the sale of insurance.

Peter also carries on a corporate and M&A practice providing advice to business clients dealing with all aspects of business ownership, including startup needs and requirements, locating and negotiating the terms of startup capital, business operational and regulatory issues, business sale or transfers, corporate share capital restructuring and reorganization, corporate governance and succession issues, and resolution of shareholder/partner disputes.

Peter has also acted as chief agent of the Canadian branches of a mutual US based property and casualty insurance company and of its affiliated life insurance branch during the period of their applications to the Office of Superintendent of Financial Institutions to surrender their insurance authorizations and withdraw their remaining vested assets from Canada.

In connection with transactions undertaken by the firm Peter has provided advice in connection with:

  • the assessment of the reasonable expectation of participating policyholders with respect to policy dividends under assumption reinsurance of life policies
  • the review of Canadian property and casualty mutual policyholder rights to vote, attend meetings and share in dividends of a foreign property and casualty insurer carrying on business in Canada
  • corporate governance and participating policyholder matters with respect to voting rights and dividend rights for a Canadian mutual life insurance company
  • review of by-laws and membership rights in connection with an assumption reinsurance transaction carried out by a Canadian fraternal benefit society

Career & Recognition

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Memberships

  • Canadian Bar Association
  • Waterloo Law Association

Insurance regulatory (financial law)

  • Acted for Economical Mutual Insurance Company in its proposed acquisition of Western Financial Insurance Company, a P&C company operating in each province of Canada.
  • Acted for Economical Mutual Insurance Company in connection with an assumption reinsurance transaction involving one of its subsidiaries.
  • Acted for The Travelers Companies, Inc. in its $1.25 billion acquisition of the Dominion of Canada General Insurance Company
  • Acted for State Farm in its $1.6 billion pending sale of its Canadian insurance and financial services business to Desjardins Group and related $450 million investment in preferred shares of Desjardins Group's post-closing property and casualty insurance business
  • Advised on the issue of $27 million of subordinated notes by a Canadian mutual life insurance company which notes qualified as Tier 2 capital for regulatory purposes
  • Acquisition of individual and group policies of insurance book of business by a Canadian mutual life insurance company on an assumption/reinsurance basis
  • Provided opinions to life insurance companies regarding ability to terminate re-insurance treaties, increase policy premiums on long term care policies under insurer’s risk classification system, ability to change information folders in connection with the sale of variable insurance policies (segregated funds), compliance with dividend obligations on participating policies, and similar matters
  • Acquisition of Canadian branch of an American fraternal benefit society by a Canadian fraternal benefit society including licensing of insurer in relevant provinces.
  • Review of numerous third party administration agreements on behalf of insurers and licensed insurance agents.

Mergers and acquisitions (corporate law)

  • Acquisition of a number of engineering and architectural firms located in Ontario on behalf of Canadian western based firm
  • Acquisition of Canadian engineering firm Yolles Partnership Inc by UK based firm Halcrow Group plc
  • Acquisition of a number of materials testing and advisory firms located in Canada on behalf of a publicly traded UK based firm
  • Acquisition and sale of motor carrier transportation companies in Canada and the United States on behalf of a private motor carrier
  • Acquisition and sale of a number of portfolio companies operating in Canada in the prepared food and manufacturing industries on behalf of a private equity fund
  • Acquisition of a cross-border animal feed supply business on behalf of a Canadian private company
  • Sale of vinyl manufacturing business, cracker and biscuit manufacturing business, and food packaging business to private equity funds based in the United States
  • Sale of a Canadian based plastic resin supply business on behalf of a Japanese publicly traded conglomerate and winding up of its Canadian subsidiary
  • Establishment of the Canadian operations of a Tier 2 automotive parts manufacturer on behalf of a German-based manufacturer which included the negotiations of automotive parts supply contracts with major tier one suppliers and auto manufacturers.

Financial services/corporate finance

  • Provided legal opinions to a U.K.-based collateral agent in connection with a £225 million syndicated revolving and term loan facility provided to UK parent of Canadian subsidiaries
  • Provided Canadian legal opinions to U.K. lender in connection with a £45 million operating facility to U.K.-based borrower
  • Acted for Canadian lenders regarding a $90 million club loan facility with a swing line made available to real property developer
  • Acted for a U.S.-based investment fund in connection with the purchase of convertible debentures issued by a technology startup located in Canada
  • Acted for a Canadian private equity fund in numerous secured lending transactions, warrant issues and work out restructurings
  • Drafted and negotiated numerous credit, loan, and security agreements on behalf of Canadian chartered banks and on behalf of borrowers