PART V. 
REORGANIZATION AND CONVERSION OF DOMESTIC INSURERS



 



§431:4-501  Reorganization, merger or
consolidation.  (a)  A domestic insurer may reorganize, merge or
consolidate with another insurer subject to the provisions of this part, and
subject to the following conditions:



(1)  The plan of reorganization, merger, or
consolidation shall be submitted to and be approved by the commissioner in
advance of the reorganization, merger, or consolidation.



(2)  The commissioner shall not approve any such plan
unless the commissioner finds that it is fair, equitable, and consistent with
law.  If the commissioner fails to approve the plan, the commissioner shall
state the commissioner's reasons for such failure in the commissioner's
decision.



(3)  No director, officer, member, or subscriber of
any such insurer, except as is expressly provided by the plan of
reorganization, merger, or consolidation, shall receive any fee, commission,
other compensation or valuable consideration whatsoever, for in any manner
aiding, promoting, or assisting in the reorganization, merger, or
consolidation.



(4)  Any reorganization, merger, or consolidation as
to an incorporated domestic insurer shall in other respects be governed by the
general laws of this State relating to business corporations.  Except, that as
to domestic mutual insurers, approval by two-thirds of its members who vote
thereon pursuant to the notice and procedure as was approved by the
commissioner shall constitute approval of the reorganization, merger, or
consolidation as respects the insurer's members.



(b)  Reinsurance of all or substantially all of
the insurance in force of a domestic insurer by another insurer shall be deemed
a consolidation for the purposes of this part. [L 1987, c 347, pt of §2]