Farmington Hills

32300 Northwestern Highway

Suite 230

Farmington Hills, MI 48334

T: 248.539.9902

F: 248.851.7504

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Francis C. Flood

Frank Flood has been a business and regulatory attorney since 1983 and became a shareholder of Foster Swift in January 2005, after having served as general counsel for a group of insurance companies. He divides his practice between regulated and non-regulated clients, counseling them in business, mergers and acquisitions, regulatory, real estate and insolvency matters.

Insurance Business and Regulatory: Frank has represented insurance industry clients in regulatory, business and insolvency matters since 1987. He has practiced in front of the insurance departments of Michigan and most other states, assisting clients on a range of regulatory and compliance matters, including changes of control and Form A filings, insurer and producer licensing, UCAA’s, formations of new insurers, surplus lines applications, holding company registrations and transactions, offshore and domestic captive insurance, insurance insolvency, purchase and sale of insurance companies and books of business, reinsurance treaties, fronting agreements and agency agreements, and a range of insurer compliance and corporate legal matters.

Business Planning and Transactions: Having served in the role a general counsel himself, Frank brings practical perspective as he counsels entrepreneurs, family-owned enterprises, and businesses of all sizes. He routinely drafts contracts, negotiates mergers and acquisitions (stock and asset transactions), and other commercial transactions, mitigates shareholder disputes, and provide general corporate counseling.

Real Estate: Frank represents private and public buyers, sellers, developers, contractors, lessees, lessors, lenders and borrowers in commercial and residential real estate transactions of sizes.

Commercial Lending: Frank has over twenty years of experience representing banks, life insurance companies, and municipal development entities in negotiating and closing commercial loans and other credit facilities, loan participations and whole loan sales and purchases.

Insolvency and Creditors Rights: In this arena, Frank represents debtors, bankruptcy trustees, receivers, and assignees for benefit of creditors, lenders in workouts, bankruptcies, receiverships, and sophisticated collection matters. He has advised clients buying assets from insolvency estates. Frank acted as U.S. counsel for the receiver of a Canada-based insurance company system that owned solvent and insolvent U.S. insurers. He has litigated against auditors and other service providers of insolvent insurers and represented receivers in pursuing assets and in reinsurance litigation.

Regardless of the type of matter, Frank is dedicated to helping his clients comply with the law while reaching their operational goals.

Representative Matters

• Represented large insurance group in front of the Michigan insurance department to obtain a quick approval of an ownership restructuring made necessary by its parent's financial issues, preserving the insurers' ratings.
• Represented mutual insurer in merger with mutual holding company and resultant acquisition of the holding company's subsidiary, believed to be the first such acquisition closed.
• Represented management in a successful management buyout of a group of insurers from its parent and controlling creditors.
• Successfully represented a former director and managing general agent of an insolvent insurance company who had been identified by the insurer's receiver as playing a central role in hiding the insurer's deteriorating financial condition from the regulators. The matter resolved with the receiver absolving the client and acknowledging that he had committed no wrongdoing.
• Represented Canadian-based holding company as U.S. counsel for its thirteen U.S. insurance companies and twenty-four other agencies, premium finance companies and other subsidiaries, in a range of regulatory and business matters including rationalizing corporate structure by merging and dissolving subsidiaries. When the holding company and three of the insurers went into receivership, was retained by the interim receiver and have worked on a range of issues including the sales of nine of the solvent insurers to five different buyers.
• Representing a group of companies operating in Costa Rica, Canada and the United States, merged the group's operating entities, closed a private lender's credit facility, and purchased a tank farm and pipeline from a major oil company as part of a linked series of transactions changing the client's business and domicile.
• Represented organizers of a new insurance company, preparing all regulatory filings necessary to obtain a license to write business, and then closing down that company and successfully defending the organizers when it was revealed that the private equity lender that provided the start-up capital had obtained the funds invested through a real estate fraud.
• Represented buyer of bowling centers throughout the Midwest in a series of acquisitions, many out of bankruptcy, and related dealings with the liquor sales regulation.
• In a matter in front of Michigan's insurance department, successfully represented a crop insurance agency partly owned by a farm cooperative that was facing claims of rebating brought by the U.S. Department of Agriculture, resulting in a finding that no rebating had occurred.
• Representing the Chapter 11 trustee of a large regional mortgage company, brought defendant class actions to recover preferential transfers, significantly expanding the scope of a bankruptcy trustee's power in the Sixth Circuit, while recovering hundreds of thousands of dollars for the estate. 

Speaking Engagements

• Foster Swift attorneys present MSAE Legal Symposium. IP, Social Media, Employment Insurance, Tax, Lobbying and Health Care topics covered., Sponsored by Foster Swift Collins & Smith, PC, November 17, 2010
• Smart Claims Handling for Fighting Fraud, or How I Learned to Stop Worrying and Love Litigation, September 2007
• The Buy-Sell Agreement, September 2007
• Actively Fighting Fraud, November 2006
• ABCs of Fighting Fraud, September 2006
• Insurance Fraud, November 2005

Memberships & Affiliations

Legal Affiliations:

• American Bar Association
  - Tort Trial & Insurance Practice Section
  - Insurance Regulation Committee Member

Industry & Professional Associations:

• International Association of Insurance Receivers (IAIR), Co-Chair Membership Committee
• Insurance Institute of Michigan
• Life Insurance Association of Michigan

Community Involvement:

• Farmington High School Lacrosse Boosters, Member, Board of Directors
• Cub Scout Leader, Farmington Hills
• St. Alexander Church, Farmington Hills
  - Parish Council Member
  - Religious Educational teacher