Acquisition of control of one company by another, director mayauthorize, procedure, exceptions.
375.355. 1. Any insurance company organized under the laws of thisstate may hereafter, with the approval of the director first obtained,
(1) Organize any subsidiary insurance company in which it shall own andhold not less than a majority of the common stock; or
(2) Acquire control of another insurance company by purchase, merger orotherwise, regardless of the domicile of any company so organized or acquired,for the purpose of operating any such company under a plan of common control.
2. Whenever any insurance company shall propose under the provisions ofthis section to acquire control of another insurance company by purchase,merger or otherwise or to dispose of any stock so purchased or so acquired, itshall present its petition to the director setting forth the terms andconditions of the proposed acquisition or disposition and praying for theapproval of the acquisition or disposition. The director shall thereuponissue an order of notice, requiring notice to be given, to the policyholdersof a mutual company and stockholders of a stock company, of the pendency ofthe petition, and the time and place at which the same will be heard, bypublication of the order of notice in two daily newspapers designated by thedirector for at least once a week for two weeks before the time appointed forthe hearing upon the petition; and any further notice which the director mayrequire shall be given by the petitioners. At the time and place fixed in thenotice, or at such time and place as shall be fixed by adjournment, thedirector shall proceed with the hearing, and may make such examination intothe affairs and conditions of the companies as he may deem proper. For thepurpose of making the examination, or having the same made, the director mayemploy the necessary clerical, actuarial, legal, and other assistance. Thedirector of the department of insurance, financial institutions andprofessional registration of this state shall have the same power to summonand compel the attendance and testimony of witnesses and the production ofbooks and papers at the hearing as by law granted in examinations ofcompanies. Any policyholder or stockholder of the company or companies mayappear before the director and be heard in reference to the petition. Thedirector, if satisfied that the proposed acquisition or disposition wasproperly approved after notice as required by the articles and bylaws of thecompany or companies, and that the interest of the policyholders of thecompany or companies is protected, and that no reasonable objection exists asto the acquisition or disposition, and that the acquisition will not tend tosubstantially lessen competition or create a monopoly, shall approve andauthorize the proposed acquisition or disposition. All expenses and costsincident to the proceedings under this subsection shall be paid by the companyor companies bringing the petition.
3. The shares of any subsidiary life insurance company acquired or heldunder the provisions of this section by a parent life insurance companyorganized under the provisions of chapter 376, RSMo, shall be eligible fordeposit by the parent life insurance company as provided in section 376.170,RSMo, at a value no greater than the proportion of the capital and surplus ofthe subsidiary company as shown by its last annual statement filed in thestate of its domicile represented by the shares held by the parent lifeinsurance company, but only to the extent that the capital and surplus isrepresented by cash or securities of the kind and type eligible for depositunder the provisions of section 376.170, RSMo, and other applicable statutes.
4. (1) The provisions of this section shall not apply to theacquisition or disposition by purchase, sale or otherwise of not less than themajority of the stock of any insurance company domiciled outside of the stateof Missouri, if the consideration involved in such acquisition or dispositiondoes not exceed the following threshold:
(a) With respect to an insurance holding company, so long as suchconsideration does not exceed the lesser of three percent of its consolidatedassets or twenty percent of its consolidated stockholders' equity as of thethirty-first day of December of the preceding year according to itsconsolidated balance sheet prepared in accordance with generally acceptedaccounting principles and audited by independent certified accountants inaccordance with generally acceptable auditing standards; or
(b) With respect to an insurance company organized under the laws ofthis state, so long as such consideration does not exceed the lesser of threepercent of its assets or ten percent of its capital and surplus as of thethirty-first day of December of the preceding year according to its balancesheet prepared in accordance with accounting practices prescribed or permittedby the department of insurance, financial institutions and professionalregistration and in conformity with the practices of the National Associationof Insurance Commissioners and audited by independent certified accountants inaccordance with generally acceptable auditing standards.
(2) In calculating the amount of consideration involved in suchacquisition or disposition for the purposes of subdivision (1) of thissubsection, there shall be included total net moneys or other considerationexpended, and obligations assumed in the acquisition or disposition, includingall organizational expenses and contributions to capital and surplus of suchinsurance company domiciled outside of the state of Missouri, whetherrepresented by the purchase of capital stock or issuance of other securities.For the purposes of this subsection, the term "insurance holding company"means a domestic insurance holding company in which the majority of stock isowned by a domestic insurance company, or a domestic insurance holding companywhich owns the majority of the stock of a domestic insurance company.
Acquisition of control of one company by another, director mayauthorize, procedure, exceptions.
375.355. 1. Any insurance company organized under the laws of thisstate may hereafter, with the approval of the director first obtained,
(1) Organize any subsidiary insurance company in which it shall own andhold not less than a majority of the common stock; or
(2) Acquire control of another insurance company by purchase, merger orotherwise, regardless of the domicile of any company so organized or acquired,for the purpose of operating any such company under a plan of common control.
2. Whenever any insurance company shall propose under the provisions ofthis section to acquire control of another insurance company by purchase,merger or otherwise or to dispose of any stock so purchased or so acquired, itshall present its petition to the director setting forth the terms andconditions of the proposed acquisition or disposition and praying for theapproval of the acquisition or disposition. The director shall thereuponissue an order of notice, requiring notice to be given, to the policyholdersof a mutual company and stockholders of a stock company, of the pendency ofthe petition, and the time and place at which the same will be heard, bypublication of the order of notice in two daily newspapers designated by thedirector for at least once a week for two weeks before the time appointed forthe hearing upon the petition; and any further notice which the director mayrequire shall be given by the petitioners. At the time and place fixed in thenotice, or at such time and place as shall be fixed by adjournment, thedirector shall proceed with the hearing, and may make such examination intothe affairs and conditions of the companies as he may deem proper. For thepurpose of making the examination, or having the same made, the director mayemploy the necessary clerical, actuarial, legal, and other assistance. Thedirector of the department of insurance, financial institutions andprofessional registration of this state shall have the same power to summonand compel the attendance and testimony of witnesses and the production ofbooks and papers at the hearing as by law granted in examinations ofcompanies. Any policyholder or stockholder of the company or companies mayappear before the director and be heard in reference to the petition. Thedirector, if satisfied that the proposed acquisition or disposition wasproperly approved after notice as required by the articles and bylaws of thecompany or companies, and that the interest of the policyholders of thecompany or companies is protected, and that no reasonable objection exists asto the acquisition or disposition, and that the acquisition will not tend tosubstantially lessen competition or create a monopoly, shall approve andauthorize the proposed acquisition or disposition. All expenses and costsincident to the proceedings under this subsection shall be paid by the companyor companies bringing the petition.
3. The shares of any subsidiary life insurance company acquired or heldunder the provisions of this section by a parent life insurance companyorganized under the provisions of chapter 376, RSMo, shall be eligible fordeposit by the parent life insurance company as provided in section 376.170,RSMo, at a value no greater than the proportion of the capital and surplus ofthe subsidiary company as shown by its last annual statement filed in thestate of its domicile represented by the shares held by the parent lifeinsurance company, but only to the extent that the capital and surplus isrepresented by cash or securities of the kind and type eligible for depositunder the provisions of section 376.170, RSMo, and other applicable statutes.
4. (1) The provisions of this section shall not apply to theacquisition or disposition by purchase, sale or otherwise of not less than themajority of the stock of any insurance company domiciled outside of the stateof Missouri, if the consideration involved in such acquisition or dispositiondoes not exceed the following threshold:
(a) With respect to an insurance holding company, so long as suchconsideration does not exceed the lesser of three percent of its consolidatedassets or twenty percent of its consolidated stockholders' equity as of thethirty-first day of December of the preceding year according to itsconsolidated balance sheet prepared in accordance with generally acceptedaccounting principles and audited by independent certified accountants inaccordance with generally acceptable auditing standards; or
(b) With respect to an insurance company organized under the laws ofthis state, so long as such consideration does not exceed the lesser of threepercent of its assets or ten percent of its capital and surplus as of thethirty-first day of December of the preceding year according to its balancesheet prepared in accordance with accounting practices prescribed or permittedby the department of insurance, financial institutions and professionalregistration and in conformity with the practices of the National Associationof Insurance Commissioners and audited by independent certified accountants inaccordance with generally acceptable auditing standards.
(2) In calculating the amount of consideration involved in suchacquisition or disposition for the purposes of subdivision (1) of thissubsection, there shall be included total net moneys or other considerationexpended, and obligations assumed in the acquisition or disposition, includingall organizational expenses and contributions to capital and surplus of suchinsurance company domiciled outside of the state of Missouri, whetherrepresented by the purchase of capital stock or issuance of other securities.For the purposes of this subsection, the term "insurance holding company"means a domestic insurance holding company in which the majority of stock isowned by a domestic insurance company, or a domestic insurance holding companywhich owns the majority of the stock of a domestic insurance company.
Acquisition of control of one company by another, director mayauthorize, procedure, exceptions.
375.355. 1. Any insurance company organized under the laws of thisstate may hereafter, with the approval of the director first obtained,
(1) Organize any subsidiary insurance company in which it shall own andhold not less than a majority of the common stock; or
(2) Acquire control of another insurance company by purchase, merger orotherwise, regardless of the domicile of any company so organized or acquired,for the purpose of operating any such company under a plan of common control.
2. Whenever any insurance company shall propose under the provisions ofthis section to acquire control of another insurance company by purchase,merger or otherwise or to dispose of any stock so purchased or so acquired, itshall present its petition to the director setting forth the terms andconditions of the proposed acquisition or disposition and praying for theapproval of the acquisition or disposition. The director shall thereuponissue an order of notice, requiring notice to be given, to the policyholdersof a mutual company and stockholders of a stock company, of the pendency ofthe petition, and the time and place at which the same will be heard, bypublication of the order of notice in two daily newspapers designated by thedirector for at least once a week for two weeks before the time appointed forthe hearing upon the petition; and any further notice which the director mayrequire shall be given by the petitioners. At the time and place fixed in thenotice, or at such time and place as shall be fixed by adjournment, thedirector shall proceed with the hearing, and may make such examination intothe affairs and conditions of the companies as he may deem proper. For thepurpose of making the examination, or having the same made, the director mayemploy the necessary clerical, actuarial, legal, and other assistance. Thedirector of the department of insurance, financial institutions andprofessional registration of this state shall have the same power to summonand compel the attendance and testimony of witnesses and the production ofbooks and papers at the hearing as by law granted in examinations ofcompanies. Any policyholder or stockholder of the company or companies mayappear before the director and be heard in reference to the petition. Thedirector, if satisfied that the proposed acquisition or disposition wasproperly approved after notice as required by the articles and bylaws of thecompany or companies, and that the interest of the policyholders of thecompany or companies is protected, and that no reasonable objection exists asto the acquisition or disposition, and that the acquisition will not tend tosubstantially lessen competition or create a monopoly, shall approve andauthorize the proposed acquisition or disposition. All expenses and costsincident to the proceedings under this subsection shall be paid by the companyor companies bringing the petition.
3. The shares of any subsidiary life insurance company acquired or heldunder the provisions of this section by a parent life insurance companyorganized under the provisions of chapter 376, RSMo, shall be eligible fordeposit by the parent life insurance company as provided in section 376.170,RSMo, at a value no greater than the proportion of the capital and surplus ofthe subsidiary company as shown by its last annual statement filed in thestate of its domicile represented by the shares held by the parent lifeinsurance company, but only to the extent that the capital and surplus isrepresented by cash or securities of the kind and type eligible for depositunder the provisions of section 376.170, RSMo, and other applicable statutes.
4. (1) The provisions of this section shall not apply to theacquisition or disposition by purchase, sale or otherwise of not less than themajority of the stock of any insurance company domiciled outside of the stateof Missouri, if the consideration involved in such acquisition or dispositiondoes not exceed the following threshold:
(a) With respect to an insurance holding company, so long as suchconsideration does not exceed the lesser of three percent of its consolidatedassets or twenty percent of its consolidated stockholders' equity as of thethirty-first day of December of the preceding year according to itsconsolidated balance sheet prepared in accordance with generally acceptedaccounting principles and audited by independent certified accountants inaccordance with generally acceptable auditing standards; or
(b) With respect to an insurance company organized under the laws ofthis state, so long as such consideration does not exceed the lesser of threepercent of its assets or ten percent of its capital and surplus as of thethirty-first day of December of the preceding year according to its balancesheet prepared in accordance with accounting practices prescribed or permittedby the department of insurance, financial institutions and professionalregistration and in conformity with the practices of the National Associationof Insurance Commissioners and audited by independent certified accountants inaccordance with generally acceptable auditing standards.
(2) In calculating the amount of consideration involved in suchacquisition or disposition for the purposes of subdivision (1) of thissubsection, there shall be included total net moneys or other considerationexpended, and obligations assumed in the acquisition or disposition, includingall organizational expenses and contributions to capital and surplus of suchinsurance company domiciled outside of the state of Missouri, whetherrepresented by the purchase of capital stock or issuance of other securities.For the purposes of this subsection, the term "insurance holding company"means a domestic insurance holding company in which the majority of stock isowned by a domestic insurance company, or a domestic insurance holding companywhich owns the majority of the stock of a domestic insurance company.
