A fund that presents itself as a sustainable shareholder will now have to explain what it actually means by “sustainable”. “If you say you are a long-term investor, you must be one, and the long term is not five years,” said Petra Hielkema, chair of the European Insurance and Occupational Pensions Authority (Eiopa). As the commitments an insurer makes to its customers can span several decades, the typical exit horizon for a private equity fund appears difficult to reconcile with these obligations without additional safeguards.
To this end, Eiopa is preparing a supervisory statement focusing on the authorisation and ongoing supervision of insurers owned or influenced by private equity firms. This is not a new regulation directly applicable to acquirers, but a common supervisory approach addressed to national authorities. It is intended to harmonise the assessment of qualifying holdings, mergers, portfolio transfers and post-acquisition supervision. The consultation, which opened in February, closed on 30 April, and the text is now to be finalised.
Before authorising a transaction, supervisors should ask the acquirer to present its future business model, the changes envisaged following the takeover and a business plan covering at least three years. Where this information is deemed insufficient, they could also request the minutes of the investment committee that approved the transaction, and examine the shareholder agreements and the fund’s financing commitments. A significant mismatch between the holding period and the obligations towards policyholders could lead the supervisor to conclude that the proposed model is not viable.
37 takeovers in ten years
The future framework also addresses complex ownership structures, veto rights granted to shareholders, directors’ remuneration and intragroup transactions. Asset management, outsourcing or reinsurance contracts entered into with affiliated companies must comply with market conditions and must not deprive the insurer of its independence. Particular attention will be paid to investments in private credit, unrated or illiquid assets – which are more difficult to value – as well as to the potential use of the insurer’s assets to finance other companies controlled by the same fund.
Reinsurance is another area of concern. According to Eiopa, certain models owned by private equity firms make greater use of reinsurance to reduce capital requirements or transfer assets and their returns to an affiliated entity, sometimes located outside the European Union. In particular, its analysis identified four non-life insurers that are heavily reliant on unrated, offshore intragroup reinsurers – an arrangement that is likely to increase counterparty, concentration and liquidity risks.
Across Europe, 37 takeovers of insurance companies by private equity firms were recorded between 2014 and 2024. Following 11 divestments, 26 insurers remained linked to around 20 private equity groups by the end of 2024. They managed €260bn in assets, representing 2.4% of the European market. However, this average masks high levels of national concentration: 20% in Greece, 16% in Portugal and Luxembourg, and 13% in the Netherlands.
Luxembourg: a special case in the statistics
The issue of insurers’ ownership is closely linked to that of their investments. At the end of 2025, insurers and reinsurers across the European Economic Area held €1.185trn in private assets, representing around 11% of their total assets: €661bn in private equity and €523bn in private credit. These figures do not reflect the proportion of insurers owned by funds, but rather the scale of the exposures that regulators must monitor.
Eiopa also considers that systemic risk remains limited given the relatively small number of players involved. However, in Luxembourg, where the proportion of insurers linked to private equity is already six times the European average, future takeovers and existing structures should be subject to much more thorough scrutiny.
