(a) Except as provided in subsection (b) or (c) of this section, a domestic insurer shall not file a plan of division with the commissioner unless such plan has been approved in accordance with: (1) All provisions of its organic rules; or (2) if its organic rules do not provide for approval of a division, all provisions of its organic law and organic rules that provide for approval of a merger.
(b) Interest holder approval of a plan of division is not required unless: (1) The organic rules of the domestic insurer require such approval; (2) the plan makes an amendment to the organic rules requiring such approval; or (3) either: (A) The domestic insurer will not survive the proposed division and all interests and other securities and obligations, if any, of the new insurers will be owned solely by the dividing insurer; or (B) the domestic insurer has only one class of interests outstanding and the interests and other securities and obligations, if any, of each new insurer will not be distributed pro rata to the interest holders.
(c) (1) If any provision of the organic rules of a domestic insurer adopted before October 1, 2017, requires that a specific number or percentage of governors or interest holders approve the proposal or adoption of a plan of merger, or imposes other special procedures for the proposal or adoption of a plan of merger, such insurer shall adhere to such provision in proposing or adopting a plan of division.
(2) If a provision of any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, indenture or other contract relating to indebtedness, or a provision of any other type of contract other than an insurance policy, annuity or reinsurance agreement, that was issued, incurred or executed by the domestic insurer before October 1, 2017, requires the consent of the obligee to a merger of the insurer or treats such a merger as a default, that provision applies to a division of the insurer as if such division were a merger.
(3) If any provision described in subdivision (1) or (2) of this subsection is amended on or after October 1, 2017, such provision shall thereafter apply to a division only in accordance with its express terms.
(P.A. 17-2, S. 3.)
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