§ 8001. Definitions. As used in this article, the following terms shall have the following meanings: (a) “Adoption date” means the date the board of directors of the mutual life insurer adopts the plan of reorganization. (b) “Beneficial ownership” with respect to any security, means the sole or shared power to vote or direct the […]
§ 8002. Reorganization of mutual life insurer through formation of a mutual holding company; contents of plan. (a) A mutual life insurer having on the adoption date admitted assets of less than ten billion dollars may be reorganized as a domestic stock life insurer with a mutual holding company by complying with the requirements of […]
§ 8003. Dividend practices. (a) Following the effective date of the plan, the reorganized insurer may, with respect to its participating individual policies and contracts, either: (1) continue the dividend practices of the reorganizing insurer; (2) continue the dividend practices of the reorganizing insurer and adopt such other dividend practices as, at the effective date […]
§ 8004. Adoption of plan; submission of plan to the superintendent. (a) A mutual life insurer seeking to reorganize under this article shall, by action of three-fourths of its entire board of directors, adopt a plan consistent with the provisions of sections eight thousand two and eight thousand three of this article which is fair […]
§ 8005. Amendment or withdrawal of plan. At any time before the plan of reorganization becomes effective as provided in section eight thousand nine of this article, the reorganizing insurer may, by resolution of a three-fourths majority of its entire board of directors, amend the plan of reorganization or withdraw the plan of reorganization. In […]
§ 8006. Consultants. The superintendent may appoint one or more consultants as the superintendent shall reasonably deem necessary to advise the superintendent in making the determination whether the proposed plan of reorganization meets the applicable requirements of this article. The reorganizing insurer shall be responsible for the reasonable fees and expenses of any such consultants. […]
§ 8007. Approval of plan by superintendent; hearing. The superintendent shall order a public hearing on the plan to be held prior to the plan being submitted to the policyholders for their approval. The reorganizing insurer shall give written notice of the hearing to policyholders whose policies or contracts are in force on the adoption […]
§ 8008. Approval of plan by policyholders. (a) A proposal to approve the plan of reorganization shall be submitted to policyholders for approval. The policyholders entitled to notice of and to vote upon the proposal shall be the holders of policies or contracts which are in force on the adoption date. The reorganizing insurer shall […]
§ 8009. Filing of plan; effective date of reorganization. (a) When the superintendent has given his or her approval of the plan of reorganization as provided in section eight thousand seven of this article, and certification of approval of the plan by policyholders entitled to vote on the plan has been made to the superintendent […]
§ 8010. Effect of reorganization. Upon the effective date of a plan of reorganization in accordance with section eight thousand nine of this article: (a) the reorganizing insurer shall immediately become a domestic stock life insurer; (b) the members of the reorganizing insurer on the effective date shall immediately become members of the mutual holding […]
§ 8011. Corporate existence. (a) The reorganized insurer shall be a continuation of the reorganizing insurer, and the reorganization shall in no way annul, modify or change any of such insurer’s existing suits, rights, contracts or liabilities except as provided in the approved plan of reorganization. All rights, franchises and interests of the reorganizing insurer […]
§ 8012. Directors and officers. Except as otherwise provided in the plan of reorganization and subject to subsection (d) of section eight thousand seventeen of this article, the directors and officers of the reorganizing insurer shall serve as directors and officers of the reorganized insurer, any stock holding company and the mutual holding company until […]
§ 8013. Notice of proposed reorganization. (a) In addition to the notices given pursuant to section eight thousand eight of this article, the reorganizing insurer shall give written notice of the pendency of the proposed reorganization and of the effect thereof to all persons to whom the reorganizing insurer delivers policies or contracts which are […]
§ 8014. Failure to give notice. If the reorganizing insurer complies substantially and in good faith with the requirements of this article with respect to the giving of any required notice to policyholders, its failure in any case to give such notice to any person or persons entitled thereto shall not impair the validity of […]
§ 8015. Limitations of actions; security. (a) Notwithstanding any other provision of law to the contrary and except as otherwise provided in subsection (c) or (d) of this section, actions concerning or arising out of any plan of reorganization, proposed plan of reorganization, plan amendment or proposed plan amendment under this article or any acts […]
§ 8016. Prohibited transactions by officers, directors and employees. No director, officer, agent or employee of the reorganizing insurer shall receive any fee, commission or other valuable consideration whatsoever, other than regular salary and compensation, for in any manner aiding, promoting or assisting in the reorganization except as set forth in the plan approved by […]
§ 8017. Requirements applicable to a mutual holding company. (a) The following provisions of this article are applicable to a mutual holding company: (1) the following provisions of article twelve of this chapter shall apply to a mutual holding company as though it were a domestic mutual insurer: section one thousand two hundred one of […]
§ 8018. Other requirements applicable to a stock holding company and a mutual holding company. (a) From and after the effective date of the plan, the mutual holding company shall hold, directly or through one or more stock holding companies, at least fifty-one percent of the issued and outstanding voting stock of the reorganized insurer. […]
§ 8019. Conversion of mutual holding company. (a) A mutual holding company may reorganize in accordance with a plan of reorganization which is fair and equitable to the company’s members and is: (1) adopted by action of three-fourths of its entire board of directors; (2) approved by the superintendent if found by the superintendent to […]
§ 8020. Transfers of subsidiaries. A reorganizing or reorganized insurer may transfer any one or more of its subsidiaries to the mutual holding company or to one or more persons owned or controlled by the mutual holding company, provided the reorganizing or reorganized insurer obtains the prior approval of the superintendent. Any such transfer may […]
