17:15C-14 Approval for acquisition of control of licensee; application, fee.

14. a. A person shall not directly or indirectly acquire control of a licensee without the prior written approval of the commissioner. The application for change of control shall be in writing in a form prescribed by the commissioner and shall be accompanied by the information, data and records the commissioner requires by regulation. The application shall be accompanied by a fee in an amount not to exceed $500 set by the commissioner by regulation.

b. The commissioner shall deny the application to acquire control of a licensee if the commissioner finds that the acquisition of control is contrary to law or that disapproval is reasonably necessary to protect the interest of the public. In making that determination, the commissioner shall consider the following:

(1) Whether the financial condition of the person that seeks to control the licensee might jeopardize the financial condition of the licensee or the interests of the public in the conduct of the business regulated under this act; and

(2) Whether the competence, experience, and integrity of the person who seeks to control the licensee, or the officers, directors and controlling persons of the person who seeks to control the licensee, indicate that it would not be in the interests of the public to permit that person to control the licensee.

c. Nothing in this section shall prohibit a person from negotiating or entering into agreements subject to the condition that the acquisition of control will not be effective until approved by the commissioner.

d. This section shall not apply to any of the following persons or transactions:

(1) A registered dealer who acts as an underwriter or member of a selling group in a public offering of the voting securities of a licensee or controlling person of a licensee;

(2) A person who acts as proxy for the sole purpose of voting at a designated meeting of the security holders of a licensee or controlling person of a licensee;

(3) A person who acquires control of a licensee or controlling person as a personal representative, custodian, guardian, conservator, trustee or other officer appointed by a court of competent jurisdiction or by operation of law;

(4) Purchases of a controlling amount of shares on a national stock exchange of a publicly held licensee, until the licensee has actual notice of that purchase and, within five days, notifies the commissioner; and

(5) Any other person or transaction that the commissioner by rule or order exempts in the public interest.

e. Before filing an application for approval to acquire control, a person may request in writing a determination from the commissioner as to whether that person will be deemed in control, upon consummation of a proposed transaction. If the commissioner determines in response to that request that the person will not be in control within the meaning of this act, the commissioner shall notify the person that the proposed transaction is not subject to the requirements of this section.

L.1998,c.14,s.14.