26-24-149. Mutual and stock insurer merger prohibited; merger or consolidation of mutual insurers.

(a) A domestic mutual insurer shall not merge or consolidate with a stock insurer.

(b) A domestic mutual insurer may merge or consolidate with another mutual insurer under the applicable procedures prescribed by the Wyoming Business Corporation Act, except as otherwise provided in this section.

(c) If the insurer is then unimpaired, the plan and agreement for merger or consolidation shall be submitted to and approved by at least two-thirds (2/3) of the members of each mutual insurer voting thereon at meetings called for the purpose pursuant to any reasonable notice and procedure the commissioner approves. If a life insurer, right to vote may be limited to members whose policies are other than term and group policies and have been in effect for more than one (1) year.

(d) No merger or consolidation shall be carried out unless the plan and agreement therefor are filed with the commissioner and he approves the plan and agreement in writing. If the insurer is not then impaired the commissioner shall not act upon the plan and agreement until after a hearing thereon. The commissioner shall approve the plan and agreement within a reasonable time after filing unless he finds the plan or agreement:

(i) Inequitable to the policyholders of any domestic insurer involved;

(ii) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere;

(iii) Would materially tend to lessen competition in the insurance business in this state or elsewhere as to the kinds of insurance involved, or would materially tend to create any monopoly as to that business; or

(iv) Is subject to other material and reasonable objections.

(e) If the commissioner does not approve the plan or agreement he shall notify the insurers in writing specifying his reasons therefor.

(f) No director, officer, agent or employee of any insurer party to the merger or consolidation, nor any other person, shall receive any fee, commission or other valuable consideration for in any manner aiding, promoting or assisting therein except as set forth in the plan and agreement.