State Codes and Statutes
Statutes > Missouri > T24 > C379 > 379_982Formation of holding company, application--shareholderapproval--issuance of shares.
379.982. 1. A mutual insurance company proposing to reorganizepursuant to sections 379.980 to 379.988 shall form a mutual insuranceholding company, hereafter referred to in sections 379.980 to 379.988 as a"mutual holding company", and shall file an application with the directorwhich shall contain such insurer's plan of reorganization. The directorshall review the application, and may retain such consultants as may bereasonably necessary, at the expense of the applicant; conduct an adequatereview to assure that policyholders' interests are protected, and mayconduct a public hearing. The director shall approve formation of themutual holding company and the plan of reorganization if the director findsthat the plan is fair and equitable to the policyholders. The director maycondition such approval on the adoption of such modifications to the planas the director finds necessary for the protection of the policyholders'interests.
2. No mutual insurance company may reorganize pursuant to sections379.980 to 379.988 unless the reorganization plan is approved by a majorityof the policyholders voting in person or by proxy at a special meetingcalled for that purpose. Any group of at least one hundred policyholdershaving a right to vote at such special meeting shall be entitled at theirown expense to have the secretary of the company mail informationalmaterials to all policyholders provided that such materials and the costthereof are presented to the secretary at least forty-five days before thespecial meeting.
3. All of the shares of the capital stock of the reorganizedinsurance company, if any, shall be issued to the mutual holding company,which shall at all times own a majority of the voting shares of the capitalstock of the reorganized insurance company, except that either at the timeof the reorganization or, at some later time with the approval of thedirector, the mutual holding company may create a stock holding companypursuant to chapter 351, RSMo, for the purpose of owning all of the stockof the reorganized insurance company, so long as the mutual holding companyshall at all times own a majority of the voting shares of the capital stockof the stock holding company. Any subsidiaries of the reorganizedinsurance company may remain as subsidiaries of such company or becomesubsidiaries of the mutual or stock holding company provided that, if suchsubsidiaries shall be subsidiaries of a stock holding company then thereorganized insurance company shall be reimbursed the fair market value ofits holdings in such subsidiaries in the event shares of the stock holdingcompany are or have been issued to other than the mutual holding company.
(L. 1996 S.B. 759)
