20-1577. Corporate acquisitions other than by
merger or consolidation
A. A title insurer incorporated under the laws of this state may issue stock in
exchange for all or any part of the assets or stock of a domestic or foreign title
insurer, abstract company or title insurance agent if, in advance thereof, a plan or
agreement of acquisition shall have been filed with the director. The director shall
examine the terms and conditions of such plan or agreement of acquisition, and of any
exchange of shares or securities pursuant thereto, after holding a hearing at which all
persons or parties to whom it is proposed to issue shares or securities in such exchange
shall have the right to appear. After such hearing, the director shall either approve or
disapprove the fairness of such terms and conditions of such acquisition and
exchange. The director shall give such approval within a reasonable time after filing of
a plan or agreement unless he finds such plan or agreement either:
1. Is contrary to law.
2. Is inequitable to the stockholders of any title insurer or abstract company
involved.
3. Would substantially reduce the security of and services to be rendered to
policyholders of the domestic title insurer in this state or elsewhere.
B. No director, officer, agent or employee of any title insurer or abstract company
party to such acquisition shall receive any fee, commission, compensation or other
valuable consideration whatsoever for in any manner aiding, promoting or assisting
therein except as set forth in such plan or agreement.
C. If the director does not approve any such plan or agreement, he shall notify the
title insurer in writing specifying in detail his reasons therefor.
D. If the assets or stock to be acquired are held by a domestic corporation, such
corporation shall comply with, and its stockholders shall have the rights set forth in
title 10, chapter 13.
|