PART V. REORGANIZATION AND CONVERSION OF DOMESTIC INSURERS

 

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

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

(2)  The commissioner shall not approve any such planunless the commissioner finds that it is fair, equitable, and consistent withlaw.  If the commissioner fails to approve the plan, the commissioner shallstate the commissioner's reasons for such failure in the commissioner'sdecision.

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

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

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