500.5901 Definitions. Sec. 5901. As used in this chapter: (a) “Converted stock company” means a Michigan domiciled stock insurance company that converted from a Michigan domiciled mutual company or a stock business corporation resulting from conversion of a mutual holding company pursuant to this chapter. (b) “Eligible member” except as otherwise provided in section 5915, […]
500.5903 Conversion plan; vote to amend or withdraw; submission of documents to commissioner; time period for approval or disapproval; conditions; review by qualified expert; notice of meeting; vote; adoption; filing certain documents; confidentiality. Sec. 5903. (1) A mutual company seeking to convert to a stock company shall adopt, by the affirmative vote of not less […]
500.5904 Plan of conversion; prohibited conduct. Sec. 5904. Prior to the completion of a plan of conversion filed by a mutual company with the commissioner, a person shall not knowingly acquire, make an offer for, or make any announcement of an offer for any security issued or to be issued by the converting mutual company […]
500.5905 Conversion plan; contents; provisions applicable to subscription rights. Sec. 5905. (1) The following provisions shall be included in the plan: (a) The reasons for the proposed conversion. (b) The effect of the conversion on existing policies, including all of the following: (i) A provision that all policies in force on the effective date of […]
500.5907 Conversion plan; provisions applicable to operation as closed block of business. Sec. 5907. (1) The plan shall provide that a mutual life insurance company’s participating life policies in force on the effective date of the conversion shall be operated by the converted stock company for dividend purposes as a closed block of participating business, […]
500.5909 Acquisition of capital stock of converted stock company or stock of participating corporation; limitations; prohibitions. Sec. 5909. (1) The plan shall provide that any person or group of persons acting in concert shall not acquire, through public offering or subscription rights, more than 5% of the capital stock of the converted stock company or […]
500.5911 Receipt of subscription rights by directors and officers of mutual company. Sec. 5911. (1) The plan may provide that the directors and officers of the mutual company shall receive, without payment, subscription rights to purchase capital stock of the converted stock company or the stock of another corporation that is participating in the conversion […]
500.5913 Allocation of subscription rights to employee benefit plan. Sec. 5913. The plan may allocate to a tax-qualified employee benefit plan subscription rights to purchase up to 10% of the capital stock of the converted stock company or the stock of another corporation that is participating in the conversion plan, as provided in section 5905(1)(c)(i)(A), […]
500.5915 Adoption of plan not relying on issuance of subscription rights; alternative plan; retaining qualified expert; “eligible member” and “U.S. branch” defined. Sec. 5915. (1) The board of directors may adopt a plan of conversion that does not rely in whole or in part upon issuing subscription rights to members to purchase stock of the […]
500.5917 Effectiveness of plan; conditions. Sec. 5917. A plan is effective when the commissioner has approved the plan, the eligible members have approved the plan, and the revised articles of incorporation have been adopted. History: Add. 1995, Act 215, Imd. Eff. Nov. 29, 1995 Popular Name: Act 218
500.5919 Notice of adoption of conversion plan; right of member to rescind or cancel policy. Sec. 5919. (1) All members whose policies become effective after the proposed plan has been adopted by the board of directors and before the effective date of the plan shall be given written notice of the plan of conversion on […]
500.5921 Conversion plan; continuation of corporate existence; transfer of rights, franchises, and interests; assumption of obligations and liabilities; service and election of directors and officers. Sec. 5921. (1) Upon converting a mutual company to a converted stock company under this chapter, the corporate existence of the mutual company is continued in the converted stock company. […]
500.5923 Payment of fee, commission, or consideration to director, officer, agent, or employee; costs and expenses. Sec. 5923. (1) A director, officer, agent, or employee of the mutual company or any other person shall not receive any fee, commission, or other valuable consideration, other than his or her usual regular salary or compensation, for aiding, […]
500.5925 Validity of actions. Sec. 5925. (1) If the mutual company complies substantially and in good faith with the notice requirements of this chapter, the mutual company’s failure to give a member the required notice does not impair the validity of any action taken under this chapter. (2) Except as otherwise provided, an action challenging […]
500.5927 Petition to waive notice and approval requirements. Sec. 5927. (1) If a mutual insurer becomes insolvent, its board of directors by a majority vote may request in its petition that the commissioner waive the requirements imposing notice to and policyholder approval of the planned conversion. The petition shall specify both of the following: (a) […]
