§ 83-31-107. Commissioner approval of conversion plan; public hearings
Not later than the ninetieth day after the date on which a mutual insurance company’s board of directors adopts a conversion plan, the company shall file with the commissioner:
A copy of the conversion plan, including the documents relating to the conversion plan;
The independent evaluation of a pro forma market value required by Section 83-31-121(2);
The form of notice required by Section 83-31-111;
The form of proxy to be solicited from eligible members under Section 83-31-113(2);
The form of notice required by Section 83-31-129(3) to persons whose policies are issued after adoption of the conversion plan but before the effective date of the conversion plan;
An audited financial statement prepared on a statutory basis in accordance with the insurance laws of the State of Mississippi, including an actuarial opinion for the most recent calendar year ended, or a copy thereof, if the statement was previously filed with the commissioner;
The proposed amended or restated articles of association of the converted stock company, which shall include a change of the name of the company to delete the word “mutual” from the name of such company and proposed amended or restated bylaws of such company;
A statement regarding acquisition of control, if applicable, as required by Section 83-6-1 et seq.; and
Any other information as required under rules or regulations or as requested by the commissioner.
Except as otherwise provided by this subsection, the commissioner shall approve or disapprove a conversion plan not later than the ninetieth day after the first day on which all the documents and other information required under subsection (1) of this section are filed with the commissioner. The commissioner may not extend the time for approval or disapproval beyond the ninety-day time period unless he finds it necessary to retain a qualified expert in accordance with subsection (4) of this section, in which case he may extend the time for review for an additional sixty (60) days beyond the initial ninety-day period. Notwithstanding the stated time limits herein, the commissioner may extend the time for approval or disapproval for an additional thirty (30) days beyond the date on which any amendment to such plan is filed with the commissioner. The commissioner shall, within five (5) days of approving or disapproving a conversion plan, give written notice to the mutual insurance company of the commissioner’s decision and, in the event of disapproval, a detailed statement of the reasons for the adverse decision. If a plan is disapproved, then the conversion plan may be amended and resubmitted to the commissioner for his approval or disapproval as provided in Sections 83-31-101 through 83-31-143. If the commissioner disapproves the plan, then the mutual insurance company may appeal the commissioner’s decision as provided by the laws of this state to the Chancery Court of the First Judicial District of Hinds County, Mississippi.
The commissioner shall approve a conversion plan if the commissioner finds that the conversion plan complies with Sections 83-31-101 through 83-31-143, the conversion plan’s method of allocating subscription rights or other value is fair and equitable and the conversion plan is otherwise fair and equitable to members and policyholders, and the converted stock company would satisfy the requirements applicable to a domestic stock company; however, the commissioner may not approve such a conversion plan and shall disapprove such a plan if the commissioner finds that (a) the effect of the conversion plan would be substantially to lessen competition in insurance in this state or tend to create a monopoly therein; (b) the financial condition of any party to the conversion plan is such as might jeopardize the financial stability of the insurers which are parties to the plan or prejudice the interests of their policyholders; (c) the conversion plan or the plans for operation of the parties to the conversion plan following implementation of the conversion plan are not in the public interest; (d) the competence, experience and integrity of those persons who would control the operations of the parties to the conversion plan are such that it would not be in the interest of policyholders of the parties to the conversion plan or of the public to permit the conversion plan; (e) the conversion plan’s method of allocating subscription rights or other value is not fair and equitable; (f) the conversion plan is not fair and equitable to the members and policyholders; (g) implementation of the conversion plan is likely to be hazardous or prejudicial to the insurance buying public; or (h) the conversion unfairly enriches the officers and directors of the converting insurer.
The commissioner may retain, at the mutual insurance company’s expense, a qualified expert or experts, including but not limited to appraisers, actuaries, accountants and attorneys, not otherwise a part of the commissioner’s staff to assist the commissioner in reviewing the conversion plan and the independent evaluation of the pro forma market value required under Section 83-31-121(2).
The commissioner may hold a public hearing to allow comment on the conversion plan after giving written notice to the mutual insurance company and other interested persons, all of whom have the right to appear at the hearing. Notice to interested persons who have not filed an appearance in the matter may be made in any reasonable manner deemed appropriate by the commissioner with the costs thereof assessed to the mutual insurance company.
