6-1216

6-1216. Acquisition of control

A. A person shall not directly or indirectly acquire control of a licensee or
controlling person without the prior written approval of the superintendent, except as
otherwise provided by this section.

B. An application for approval to acquire control of a licensee shall be in writing
in a form prescribed by the superintendent and shall be accompanied by information as the
superintendent may require. The application shall be accompanied by the fee prescribed
in section 6-126. The superintendent shall act on the application within one hundred
twenty days after the date on which the application is complete, unless the applicant
consents in writing to an extended period. An application that is not denied or approved
within that period shall be deemed approved as of the first business day after the
expiration of that period.

C. The superintendent shall deny the application to acquire control of a licensee
if he finds that the acquisition of control is contrary to law or determines that
disapproval is reasonably necessary to protect the interest of the public. In making
that determination, the superintendent shall consider both of the following:

1. Whether the financial condition of the person that seeks to control the licensee
might jeopardize the financial condition of the licensee or prejudice the interests of
the public in the conduct of the business regulated under this chapter.

2. Whether the competence, experience, integrity and overall moral character of the
person that seeks to control the licensee, or the officers, directors and controlling
persons of the person that seeks to control the licensee, indicate that it would not be
in the interest of the public to permit that person to control the licensee.

D. Nothing in this section prohibits a person from negotiating or entering into
agreements subject to the condition that the acquisition of control will not be effective
until approval of the superintendent is obtained.

E. This section does not apply to any of the following persons or transactions:

1. A registered dealer who acts as an underwriter or member of a selling group in a
public offering of the voting securities of a licensee or controlling person of a
licensee.

2. A person who acts as proxy for the sole purpose of voting at a designated
meeting of the security holders of a licensee or controlling person of a licensee.

3. A person who acquires control of a licensee or controlling person of a licensee
by devise or descent.

4. A person who acquires control of a licensee or controlling person as a personal
representative, custodian, guardian, conservator, trustee or any other officer appointed
by a court of competent jurisdiction or by operation of law.

5. A pledgee of a voting security of a licensee or controlling person who does not
have the right, as pledgee, to vote that security.

6. A person or transaction that the superintendent by rule or order exempts in the
public interest.

F. Before filing an application for approval to acquire control, a person may
request in writing a determination from the superintendent as to whether that person will
be deemed in control on consummation of a proposed transaction. If the superintendent
determines in response to that request that the person will not be in control within the
meaning of this chapter, the superintendent shall enter an order to that effect and the
proposed transaction is not subject to the requirements of this section.