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      RS 22:232.1     

  

§232.1.  Mutual insurance holding company plan of reorganization

A.  An insurer seeking to reorganize under R.S. 22:231 shall submit a proposed plan of reorganization to the commissioner.  The plan shall include the following:

(1)  The establishment of a mutual insurance holding company with at least one stock insurance company subsidiary, the majority of shares of which must be owned, either directly or through an intermediate stock holding company, by the mutual insurance holding company.

(2)  A statement analyzing the benefits and risks attendant to the proposed reorganization, including the rationale for the reorganization.

(3)  A statement indicating how the reorganization will protect the immediate and long-term interests of policyholders.

(4)  A statement providing for voting rights related to the corporate affairs of the mutual insurance holding company for existing policyholders of the reorganized insurance company consistent with the voting rights of policyholders of mutual insurance companies as set forth in this Title.

(5)  A statement providing for voting rights of new policyholders of the reorganized insurance company with respect to the corporate affairs of the mutual insurance holding company consistent with the voting rights of policyholders of mutual insurance companies as set forth in this Title.

(6)  A statement of the number of members of the board of directors of the mutual insurance holding company, unless provided for in the articles of incorporation or bylaws, a majority of whom must be policyholders of the reorganized insurance company.

(7)  A copy of the articles of incorporation and bylaws of the mutual insurance holding company, the reorganizing insurance company, and the intermediate holding company.

(8)  The names, addresses, and biographical information of all corporate officers of the proposed mutual insurance holding company and the members of its board of directors in a format ordinarily required under this Subpart.

(9)  Information sufficient to demonstrate that the financial condition of the reorganizing insurance company will not be diminished upon reorganization.

(10)  A description of any plans for the initial sale of stock of the reorganizing insurance company or the intermediate holding company.

(11)  Any other information requested by the commissioner, in accordance with regulations promulgated under the Administrative Procedure Act.

B.  The commissioner, after a public hearing as provided in R.S. 22:694(D), if satisfied that the interests of the policyholders are properly protected and that the plan of reorganization is fair and equitable to the policyholders, shall approve the proposed plan of reorganization and may require as a condition of approval such modifications of the proposed plan of reorganization as the commissioner finds necessary for the protection of the policyholders' interests.  The commissioner may not approve a reorganization of an insurer pursuant to R.S. 22:231 unless, with respect to such reorganization, an opinion has been obtained from an actuarial firm employing or associated with more than fifty actuaries who are members of the American Academy of Actuaries attesting that the reorganization of the insurer does not unfairly enrich the officers and directors of the reorganizing insurer.  The commissioner may retain consultants as provided in R.S. 22:694(D)(3).  A reorganization pursuant to R.S. 22:231 is subject to the provisions of R.S. 22:694(A), (B), and (C).

C.  The plan of reorganization shall be approved by a vote of two-thirds of the policyholders of the domestic mutual insurance company entitled to vote on matters coming before corporate meetings of the policyholders, present or represented by special ballot or special proxy, at a meeting of the policyholders convened for that purpose, after at least thirty days written notice to each policyholder at his last known address, or upon a greater percentage of vote where required by the charter of the mutual insurance company.

D.  All of the initial shares of the capital stock of the reorganized insurance company shall be issued to the mutual insurance holding company or to an intermediate holding company which is a subsidiary of the mutual insurance holding company.  Any membership interests of the policyholders of the reorganized insurance company shall become membership interests in the mutual insurance holding company.  Policyholders of the reorganized insurance company shall be members of the mutual insurance holding company in accordance with the articles of incorporation and bylaws of the mutual insurance holding company, which shall provide that each policyholder of the reorganized insurance company shall be entitled to one vote on matters coming before corporate meetings of the mutual insurance holding company, subject to such reasonable minimum requirements as to duration of the policy and amount of insurance held as may be made in the mutual insurance holding company's charter or bylaws.

Acts 1997, No. 1482, §1; Redesignated from R.S. 22:1004.1 by Acts 2008, No. 415, §1, eff. Jan. 1, 2009; Redesignated from R.S. 22:695 by Acts 2012, No. 294, §3.



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