State Codes and Statutes

Statutes > New-york > Isc > Article-16 > 1603

§  1603. Notice of intent to acquire. (a) No acquisition of a majority  of any corporation's outstanding common shares shall be made pursuant to  this article unless a notice of intention of such  proposed  acquisition  shall have been filed with the superintendent not less than ninety days,  or  such  shorter  period  as may be permitted by the superintendent, in  advance of such proposed acquisition, nor shall any such acquisition  be  made  if  the  superintendent  at  any time prior thereto finds that the  proposed acquisition is contrary to law or determines that such proposed  acquisition would be contrary  to  the  best  interests  of  the  parent  insurer's  policyholders  or  of  the  people  of  this  state. Only the  following  factors  shall  be  considered  in   making   the   foregoing  determination:    (1)  the  availability  of  the  funds  or  assets  required  for such  acquisition;    (2) the fairness of any exchange of  shares,  assets,  cash  or  other  consideration for the shares or assets to be received;    (3)  the  impact  of the new operation on the parent insurer's surplus  and existing insurance business and the risks  inherent  in  the  parent  insurer's investment portfolio and operations;    (4)  the  fairness  and  adequacy  of  the  financing proposed for the  subsidiary;    (5) the likelihood of undue concentration of economic power;    (6) whether the effect of the  acquisition  may  be  substantially  to  lessen  competition  in  any line of commerce in insurance or to tend to  create a monopoly therein; and    (7) whether the acquisition might result in an excessive proliferation  of  subsidiaries  which  would  tend   to   unduly   dilute   management  effectiveness  or weaken financial strength, or otherwise be contrary to  the best interests of the  parent  insurer's  policyholders  or  of  the  people of this state.    (b)  At any time after an acquisition the superintendent may order its  disposition if he finds, after notice and an opportunity  to  be  heard,  that  its  continued  retention  is  hazardous  or  prejudicial  to  the  interests of the parent insurer's policyholders.    (c) The contents of each notice of intention of a proposed acquisition  filed  hereunder  and  information  pertaining  thereto  shall  be  kept  confidential,  shall  not  be  subject to subpoena and shall not be made  public  unless  after  notice  and   opportunity   to   be   heard   the  superintendent   determines   that   the   interests  of  policyholders,  shareholders or the public will be served by publication.

State Codes and Statutes

Statutes > New-york > Isc > Article-16 > 1603

§  1603. Notice of intent to acquire. (a) No acquisition of a majority  of any corporation's outstanding common shares shall be made pursuant to  this article unless a notice of intention of such  proposed  acquisition  shall have been filed with the superintendent not less than ninety days,  or  such  shorter  period  as may be permitted by the superintendent, in  advance of such proposed acquisition, nor shall any such acquisition  be  made  if  the  superintendent  at  any time prior thereto finds that the  proposed acquisition is contrary to law or determines that such proposed  acquisition would be contrary  to  the  best  interests  of  the  parent  insurer's  policyholders  or  of  the  people  of  this  state. Only the  following  factors  shall  be  considered  in   making   the   foregoing  determination:    (1)  the  availability  of  the  funds  or  assets  required  for such  acquisition;    (2) the fairness of any exchange of  shares,  assets,  cash  or  other  consideration for the shares or assets to be received;    (3)  the  impact  of the new operation on the parent insurer's surplus  and existing insurance business and the risks  inherent  in  the  parent  insurer's investment portfolio and operations;    (4)  the  fairness  and  adequacy  of  the  financing proposed for the  subsidiary;    (5) the likelihood of undue concentration of economic power;    (6) whether the effect of the  acquisition  may  be  substantially  to  lessen  competition  in  any line of commerce in insurance or to tend to  create a monopoly therein; and    (7) whether the acquisition might result in an excessive proliferation  of  subsidiaries  which  would  tend   to   unduly   dilute   management  effectiveness  or weaken financial strength, or otherwise be contrary to  the best interests of the  parent  insurer's  policyholders  or  of  the  people of this state.    (b)  At any time after an acquisition the superintendent may order its  disposition if he finds, after notice and an opportunity  to  be  heard,  that  its  continued  retention  is  hazardous  or  prejudicial  to  the  interests of the parent insurer's policyholders.    (c) The contents of each notice of intention of a proposed acquisition  filed  hereunder  and  information  pertaining  thereto  shall  be  kept  confidential,  shall  not  be  subject to subpoena and shall not be made  public  unless  after  notice  and   opportunity   to   be   heard   the  superintendent   determines   that   the   interests  of  policyholders,  shareholders or the public will be served by publication.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Isc > Article-16 > 1603

§  1603. Notice of intent to acquire. (a) No acquisition of a majority  of any corporation's outstanding common shares shall be made pursuant to  this article unless a notice of intention of such  proposed  acquisition  shall have been filed with the superintendent not less than ninety days,  or  such  shorter  period  as may be permitted by the superintendent, in  advance of such proposed acquisition, nor shall any such acquisition  be  made  if  the  superintendent  at  any time prior thereto finds that the  proposed acquisition is contrary to law or determines that such proposed  acquisition would be contrary  to  the  best  interests  of  the  parent  insurer's  policyholders  or  of  the  people  of  this  state. Only the  following  factors  shall  be  considered  in   making   the   foregoing  determination:    (1)  the  availability  of  the  funds  or  assets  required  for such  acquisition;    (2) the fairness of any exchange of  shares,  assets,  cash  or  other  consideration for the shares or assets to be received;    (3)  the  impact  of the new operation on the parent insurer's surplus  and existing insurance business and the risks  inherent  in  the  parent  insurer's investment portfolio and operations;    (4)  the  fairness  and  adequacy  of  the  financing proposed for the  subsidiary;    (5) the likelihood of undue concentration of economic power;    (6) whether the effect of the  acquisition  may  be  substantially  to  lessen  competition  in  any line of commerce in insurance or to tend to  create a monopoly therein; and    (7) whether the acquisition might result in an excessive proliferation  of  subsidiaries  which  would  tend   to   unduly   dilute   management  effectiveness  or weaken financial strength, or otherwise be contrary to  the best interests of the  parent  insurer's  policyholders  or  of  the  people of this state.    (b)  At any time after an acquisition the superintendent may order its  disposition if he finds, after notice and an opportunity  to  be  heard,  that  its  continued  retention  is  hazardous  or  prejudicial  to  the  interests of the parent insurer's policyholders.    (c) The contents of each notice of intention of a proposed acquisition  filed  hereunder  and  information  pertaining  thereto  shall  be  kept  confidential,  shall  not  be  subject to subpoena and shall not be made  public  unless  after  notice  and   opportunity   to   be   heard   the  superintendent   determines   that   the   interests  of  policyholders,  shareholders or the public will be served by publication.

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