(A) No person, other than the issuer, may make a tender offer for or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the consummation of the agreement, the person would directly, indirectly, by conversion, or by exercise of any right to acquire, be in control of the insurer. No person may enter into an agreement to merge with or otherwise to acquire control of a domestic insurer unless, at the time the offer, request, or invitation is made or the agreement is entered into, or before the acquisition of the securities if no offer or agreement is involved, the person has filed with the department a statement containing the information required by this section and the offer, request, invitation, agreement, or acquisition has been approved by the director or his designee in the manner prescribed in this chapter.

(B) For purposes of this section, a controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer in any manner shall file confidential notice of its proposed divestiture with the director or his designee, with a copy to the insurer, at least thirty days before the cessation of control. The director or his designee shall determine those instances in which a party seeking to divest a controlling interest in an insurer shall file for and obtain approval of the transaction by the department. The information must remain confidential until the conclusion of the transaction, unless the director or his designee determines that confidential treatment will interfere with enforcement of this section. If the statement referred to in subsection (A) otherwise is filed, the provisions of this subsection do not apply.

(C) With respect to a transaction subject to this section, the acquiring person also must file a preacquisition notification with the director or his designee. This notification must include the information set forth in Section 38-21-125(C)(2). A person who fails to file this notification may be subject to penalties specified in Section 38-21-125(E)(3).

(D) For purposes of this section, a domestic insurer includes any other person controlling a domestic insurer unless the other person as determined by the director or his designee is either directly or through its affiliates primarily engaged in business other than the business of insurance. As used in this section, "person" does not include any securities broker holding, in the usual and customary brokers' function, less than twenty percent of the voting securities of an insurance company or of any person which controls an insurance company.

HISTORY: Former 1976 Code Section 38-21-60 [1947 (45) 322; 1952 Code Section 37-856; 1962 Code Section 37-856] recodified as Section 38-37-60 by 1987 Act No. 155, Section 1; Former 1976 Code Section 38-29-60 [1962 Code Section 37-1405; 1971 (57) 351; 1986 Act No. 426, Section 4] recodified as Section 38-21-60 by 1987 Act No. 155, Section 1; 1993 Act No. 181, Section 565; 2015 Act No. 2 (S.342), Section 4, eff March 9, 2015.

Effect of Amendment

2015 Act No. 2, Section 4, inserted subsection designators (A) and (D) to the former two undesignated paragraphs, added (B) and (C), and made nonsubstantive changes in (A).