LegalFix

Section 404 - Sale or dissolution of the insurer's corporate entity.

UT Code § 31A-27a-404 (2019) (N/A)
Copy with citation
Copy as parenthetical citation

(1) Notwithstanding the entry of a liquidation order, the liquidator may apply for an order to sell or dissolve the corporate entity or charter of a domestic insurer, or the United States branch of an alien insurer domiciled in this state: (a) at any time after an order of liquidation of the insurer is granted; and (b) consistent with this section.

(a) at any time after an order of liquidation of the insurer is granted; and

(b) consistent with this section.

(2) Upon an application to sell the corporate entity or charter, with notice as prescribed in this chapter, the receivership court may enter an order: (a) separating the corporate entity or charter, together with any of its licenses to do business and the assets the liquidator considers appropriate to the transaction, from: (i) the remaining estate in liquidation; (ii) all of the remaining estate's assets; and (iii) the claims or interests of all claimants, creditors, policyholders, and stockholders; (b) canceling all outstanding stock and other securities of, and other equity interests in, the corporate entity or charter, except that the cancellation may not affect any claim against the estate by holders of the equity interests; (c) authorizing the issuance and sale of new stock or other securities for the purpose of transferring to one or more buyers control and ownership of the corporate entity or charter; and (d) authorizing the sale of the corporate entity or charter, together with any of its licenses to do business and the general assets the liquidator considers appropriate to the transaction, free and clear from the claims or interests of all claimants, creditors, policyholders, and stockholders.

(a) separating the corporate entity or charter, together with any of its licenses to do business and the assets the liquidator considers appropriate to the transaction, from: (i) the remaining estate in liquidation; (ii) all of the remaining estate's assets; and (iii) the claims or interests of all claimants, creditors, policyholders, and stockholders;

(i) the remaining estate in liquidation;

(ii) all of the remaining estate's assets; and

(iii) the claims or interests of all claimants, creditors, policyholders, and stockholders;

(b) canceling all outstanding stock and other securities of, and other equity interests in, the corporate entity or charter, except that the cancellation may not affect any claim against the estate by holders of the equity interests;

(c) authorizing the issuance and sale of new stock or other securities for the purpose of transferring to one or more buyers control and ownership of the corporate entity or charter; and

(d) authorizing the sale of the corporate entity or charter, together with any of its licenses to do business and the general assets the liquidator considers appropriate to the transaction, free and clear from the claims or interests of all claimants, creditors, policyholders, and stockholders.

(3) (a) The sale of the corporate entity or charter may be made in the manner and on the terms and conditions: (i) applied for by the liquidator; and (ii) ordered by the receivership court. (b) A sale is subject to the domiciliary state's laws regarding acquisition of an insurer under Chapter 16, Insurance Holding Companies. (c) Upon the sale of a corporate entity or chapter: (i) the proceeds from the sale become a part of the property of the estate in liquidation; and (ii) the then separate corporate entity or charter, together with any of its licenses to do business and the assets the liquidator considers appropriate to the transaction, is free and clear from the claims or interests of all claimants, creditors, policyholders, and stockholders of the insurer in liquidation. (d) The court has broad powers to effect the disposition of a corporate entity and its charter including, without limiting the statement of broad powers, a reorganization or conversion of the corporate entity.

(a) The sale of the corporate entity or charter may be made in the manner and on the terms and conditions: (i) applied for by the liquidator; and (ii) ordered by the receivership court.

(i) applied for by the liquidator; and

(ii) ordered by the receivership court.

(b) A sale is subject to the domiciliary state's laws regarding acquisition of an insurer under Chapter 16, Insurance Holding Companies.

(c) Upon the sale of a corporate entity or chapter: (i) the proceeds from the sale become a part of the property of the estate in liquidation; and (ii) the then separate corporate entity or charter, together with any of its licenses to do business and the assets the liquidator considers appropriate to the transaction, is free and clear from the claims or interests of all claimants, creditors, policyholders, and stockholders of the insurer in liquidation.

(i) the proceeds from the sale become a part of the property of the estate in liquidation; and

(ii) the then separate corporate entity or charter, together with any of its licenses to do business and the assets the liquidator considers appropriate to the transaction, is free and clear from the claims or interests of all claimants, creditors, policyholders, and stockholders of the insurer in liquidation.

(d) The court has broad powers to effect the disposition of a corporate entity and its charter including, without limiting the statement of broad powers, a reorganization or conversion of the corporate entity.

(4) This section shall be liberally construed to: (a) accomplish its purposes to provide an expeditious and effective procedure to realize the maximum proceeds possible from the sale of a corporate entity or charter separated from an estate in liquidation; and (b) ensure that a purchaser receives clear and marketable title.

(a) accomplish its purposes to provide an expeditious and effective procedure to realize the maximum proceeds possible from the sale of a corporate entity or charter separated from an estate in liquidation; and

(b) ensure that a purchaser receives clear and marketable title.

(5) If permission to sell the corporate entity or charter is not granted before discharge of the liquidator, in accordance with this section or otherwise with receivership court approval: (a) the receivership court may order dissolution of the corporate entity or charter; (b) dissolution is considered complete by operation of law upon the discharge of the liquidator if the insurer is insolvent; or (c) dissolution may be ordered by the receivership court upon the discharge of the liquidator if the insurer is under a liquidation order for some other reason.

(a) the receivership court may order dissolution of the corporate entity or charter;

(b) dissolution is considered complete by operation of law upon the discharge of the liquidator if the insurer is insolvent; or

(c) dissolution may be ordered by the receivership court upon the discharge of the liquidator if the insurer is under a liquidation order for some other reason.

LegalFix

Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.

LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.

The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.

You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.

The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.

Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.

We have updated our Terms of Service, Privacy Policy, and Disclosures. By continuing to browse this site, you agree to our Terms of Service, Privacy Policy, and Disclosures.
Section 404 - Sale or dissolution of the insurer's corporate entity.