Effective 28 Aug 2015

382.060. Approval of merger or acquisition of control, when — hearing, notice — consolidated hearing, when — change of control, restoration of capital, when. — 1. The director shall approve any merger or other acquisition of control referred to in section 382.040 unless after a public hearing the director finds that:

(1) After the change of control the domestic insurer referred to in section 382.040 would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed;

(2) The effect of the merger or other acquisition of control would be substantially to lessen competition in insurance in this state or tend to create a monopoly therein. In applying the competitive standard in this subdivision:

(a) The informational requirements of subsection 3 of section 382.095 and the standards of subsection 4 of section 382.095 shall apply;

(b) The merger or other acquisition of control shall not be disapproved if the director finds that any of the situations meeting the criteria provided by subsection 4 of section 382.095 exist; and

(c) The director may condition the approval of the merger or other acquisition on the removal of the basis of disapproval within a specified period of time;

(3) The financial condition of any acquiring party is such as might jeopardize the financial stability of the insurer, or prejudice the interest of its policyholders;

(4) The plans or proposals which the acquiring party has to liquidate the insurer, to sell its assets or to consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management are unfair and unreasonable to policyholders of the insurer and contrary to the public interest;

(5) The competence, experience or integrity of those persons who would control the operation of the insurer are such that it would be contrary to the interest of policyholders of the insurer and of the public to permit the merger or other acquisition of control; or

(6) The acquisition is likely to be hazardous or prejudicial to the insurance buying public.

2. Any disapproval made by the director shall be in writing and shall contain specific findings of fact supporting it.

3. The public hearing referred to above in this section shall be held within thirty days after the statement required by section 382.040 is filed, and at least twenty days' notice thereof shall be given by the director to the person filing the statement. Not less than seven days' notice of the public hearing shall be given by the person filing the statement to the insurer and to such other persons and in such manner as may be designated by the director. The director shall make a determination within thirty days after the conclusion of the hearing. At the hearing, the person filing the statement, the insurer, any person to whom notice of hearing was sent, and any other person whose interests may be affected thereby shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith may conduct discovery proceedings in the same manner as is presently allowed in the circuit courts of this state. All discovery proceedings shall be concluded not later than three days prior to the commencement of the public hearing.

4. If the proposed acquisition of control requires the approval of more than one state insurance commissioner, the public hearing referred to in subsection 3 of this section may be held on a consolidated basis upon request of the person filing the statement referred to in section 382.040. Such person shall file the statement referred to in section 382.040 with the National Association of Insurance Commissioners within five days of making the request for a public hearing. A state insurance commissioner may opt out of a consolidated hearing and shall provide notice to the applicant of the opt out within ten days of the receipt of the statement referred to in section 382.040. A hearing conducted on a consolidated basis shall be public and shall be held within the United States before the insurance commissioners of the states in which the insurers are domiciled. Such commissioners shall hear and receive evidence. A state insurance commissioner may attend such hearing in person or by telecommunication.

5. In connection with a change of control of a domestic insurer, any determination by the director that the person acquiring control of the insurer shall be required to maintain or restore the capital of the insurer to the level required by the laws and regulations of this state shall be made not later than sixty days after the date of notification of the change of control submitted under subsection 1 of section 382.040.

6. The director may retain at the acquiring party's expense any attorneys, actuaries, accountants and other experts not otherwise a part of the director's staff as may be reasonably necessary to assist the director in reviewing the proposed acquisition of control.

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(L. 1971 S.B. 101 § 8, A.L. 1983 H.B. 633 merged with S.B. 333, A.L. 1992 H.B. 1574, A.L. 2015 H.B. 50)