33-3-217. Mergers and consolidations of stock insurers. (1) A domestic stock insurer may merge or consolidate with one or more domestic or foreign stock corporations authorized to transact business in this state by complying with the applicable provisions of the statutes of this state governing the merger or consolidation of stock corporations formed for profit but subject to subsections (2) and (3).

(2) A merger or consolidation may not be effectuated unless in advance of the merger or consolidation the plan and agreement for the merger or consolidation have been filed with the commissioner and approved in writing by the commissioner after a hearing. The commissioner shall give approval within a reasonable time after the filing unless the commissioner finds that the plan or agreement:

(a) is contrary to law;

(b) is inequitable to the stockholders of any domestic insurer involved; or

(c) would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state or elsewhere.

(3) A director, officer, insurance producer, or employee of any insurer that is party to the merger or consolidation may not receive any fee, commission, compensation, or other valuable consideration for in any manner aiding, promoting, or assisting in the merger or consolidation except as set forth in the plan or agreement.

(4) If the commissioner does not approve any plan or agreement, the commissioner shall notify the insurer in writing specifying the reasons for disapproval.

(5) If any domestic insurer involved in the proposed merger or consolidation is authorized to transact insurance in other states, the commissioner may request the insurance commissioner, director of insurance, superintendent of insurance, or other similar public insurance supervisory official of the two other states in which the insurer has in force the larger amounts of insurance to participate in the hearing provided for under subsection (2), with full right to examine all witnesses and evidence and to offer to the commissioner pertinent information and suggestions that they may consider proper.

(6) Any plan or proposal through which a stock insurer proposes to acquire a controlling stock interest in another stock insurer through an exchange of stock of the first insurer, issued by the insurer for the purpose, for the controlling stock of the second insurer is considered to be a plan or proposal of merger of the second insurer into the first insurer for the purposes of this section and is subject to the applicable provisions of this section.

(7) Upon merger or consolidation of a domestic insurer with another insurer under this chapter, the corporate charter of the merged or consolidated domestic insurer must automatically be extinguished and nullified.

History: (1) thru (6)En. Sec. 462, Ch. 286, L. 1959; amd. Sec. 1, Ch. 151, L. 1971; Sec. 40-4745, R.C.M. 1947; (7)En. Sec. 467, Ch. 286, L. 1959; Sec. 40-4750, R.C.M. 1947; R.C.M. 1947, 40-4745, 40-4750(4); amd. Sec. 14, Ch. 198, L. 1979; amd. Sec. 1, Ch. 713, L. 1989; amd. Sec. 1133, Ch. 56, L. 2009.