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23-63-506. Control of or merger with domestic insurer — Filing requirements — Definition.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-506. Control of or merger with domestic insurer — Filing requirements — Definition.
(a)(1) No person other than the issuer shall 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 thereof, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer.
(2) No person shall enter into an agreement to merge with or otherwise acquire control of a domestic insurer or any person controlling a domestic insurer unless at the time the offer, request, or invitation is made or the agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved:
(A) The person has filed with the Insurance Commissioner and has sent to the insurer a statement containing the information required by this section and §§ 23-63-507 — 23-63-513; and
(B) The offer, request, invitation, agreement, or acquisition has been approved by the commissioner in the manner prescribed in this section and §§ 23-63-507 — 23-63-513.
(b)(1) For purposes of this section, any person controlling a domestic insurer seeking to divest its controlling interest in the domestic insurer in any manner, shall file with the commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at least thirty (30) days prior to the cessation of control.
(2) The commissioner shall determine those instances in which the person seeking to divest or to acquire a controlling interest in an insurer will be required to file for and obtain approval of the transaction.
(c)(1) For the purposes of th
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-506
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-63-506
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 05dbd07b0ecf24bddd2aa94fda23a39c55c3fa1b504ae75d0713180a7051d7ea
Source location: content.xml paragraph 31586
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23-63-506. Control of or merger with domestic insurer — Filing requirements — Definition.
(a)(1) No person other than the issuer shall 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 thereof, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer.
(2) No person shall enter into an agreement to merge with or otherwise acquire control of a domestic insurer or any person controlling a domestic insurer unless at the time the offer, request, or invitation is made or the agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved:
(A) The person has filed with the Insurance Commissioner and has sent to the insurer a statement containing the information required by this section and §§ 23-63-507 — 23-63-513; and
(B) The offer, request, invitation, agreement, or acquisition has been approved by the commissioner in the manner prescribed in this section and §§ 23-63-507 — 23-63-513.
(b)(1) For purposes of this section, any person controlling a domestic insurer seeking to divest its controlling interest in the domestic insurer in any manner, shall file with the commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at least thirty (30) days prior to the cessation of control.
(2) The commissioner shall determine those instances in which the person seeking to divest or to acquire a controlling interest in an insurer will be required to file for and obtain approval of the transaction.
(c)(1) For the purposes of this section and §§ 23-63-507 — 23-63-513, a domestic insurer shall include any person controlling a domestic insurer unless the person, as determined by the commissioner, is either directly or through its affiliates primarily engaged in business other than the business of insurance. However, the person shall file a preacquisition notification with the commissioner containing the information set forth in § 23-63-527(b), sixty (60) days prior to the proposed effective date of the acquisition. Failure to file is subject to § 23-63-529(c).
(2) As used in this section, “person” shall not include any securities broker holding, in the usual and customary brokers' function, less than twenty percent (20%) of the voting securities of an insurance company or of any person which controls an insurance company.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-507. Control of or merger with domestic insurer — Exceptions.
The provisions of §§ 23-63-506 — 23-63-513 shall not apply to:
(1) Any offers, requests, invitations, agreements, or acquisitions by the person referred to in § 23-63-506 of any voting security referred to in that section which, immediately prior to the consummation of the offer, request, invitation, agreement, or acquisition, was not issued and outstanding and the issuance of which will not have the effect of changing or influencing the control of a domestic insurer;
(2) Any transaction which is subject to the provisions of §§ 23-69-142 — 23-69-145 of the laws of this state, dealing with the merger or consolidation of two (2) or more insurers;
(3) Any offer, request, invitation, agreement, or acquisition which the commissioner, by order, shall exempt therefrom as:
(A) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control of a domestic insurer; or
(B) As otherwise not comprehended within the purposes of §§ 23-63-506 — 23-63-513.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-507
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-63-507. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-513. Control of or merger with domestic insurer — Violations.
The following shall be violations of §§ 23-63-506 — 23-63-513:
(1) The failure to file any statement, amendment, or other materials required to be filed pursuant to § 23-63-506 or § 23-63-508; or
(2) The effectuation or any attempt to effectuate an acquisition of control of, or merger with, a domestic insurer unless the Insurance Commissioner has given his or her approval thereto.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-513
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-63-513. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-527. Acquisitions involving insurers not otherwise covered — Preacquisition notification, waiting period.
(a) An acquisition covered by § 23-63-526 may be subject to an order pursuant to § 23-63-529 unless the acquiring person files a preacquisition notification and the waiting period has expired. The acquired person may file a preacquisition notification. The Insurance Commissioner shall give confidential treatment to information submitted under this section in the same manner as provided in § 23-63-517.
(b) The preacquisition notification shall be in such form and contain such information as prescribed by the National Association of Insurance Commissioners relating to those markets which, under § 23-63-526(b)(5), cause the acquisition not to be exempted from the provisions of §§ 23-63-525 — 23-63-528. The commissioner may require such additional material and information as he or she deems necessary to determine whether the proposed acquisition, if consummated, would violate the competitive standards of § 23-63-528. The required information may include an opinion of an economist as to the competitive impact of the acquisition in this state accompanied by a summary of the education and experience of such a person indicating his or her ability to render an informed opinion.
(c) The waiting period required shall begin on the date of receipt by the commissioner of a preacquisition notification and shall end on the earlier of the thirtieth day after the date of the receipt or termination of the waiting period by the commissioner. Prior to the end of the waiting period, the commissioner on a one-time basis may require the submission of additional needed information relevant to the proposed acquisition, in which event the waiting period shall end on the earlier of
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-527
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-63-527. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-529. Acquisitions involving insurers not otherwise covered — Orders and penalties.
(a)(1) If an acquisition violates the standards of §§ 23-63-525 — 23-63-528, the Insurance Commissioner may enter an order:
(A) Requiring an involved insurer to cease and desist from doing business in this state with respect to the line or lines of insurance involved in the violation; or
(B) Denying the application of an acquired or acquiring insurer for a license to do business in this state.
(2) Such an order shall not be entered unless there is a hearing, and notice of the hearing is issued prior to the end of the waiting period and not less than ten (10) days prior to the hearing, and the hearing is concluded and the order is issued no later than sixty (60) days after the end of the waiting period. Every order shall be accompanied by a written decision of the commissioner setting forth his or her findings of fact and conclusions of law.
(3) An order entered under this subsection shall not become final earlier than thirty (30) days after it is issued during which time the involved insurer may submit a plan to remedy the anticompetitive impact of the acquisition within a reasonable time. Based upon such a plan or other information, the commissioner shall specify the conditions, if any, under the time period during which the aspects of the acquisition causing a violation of the standards of §§ 23-63-525 — 23-63-528 would be remedied and the order vacated and modified.
(4) An order pursuant to this subsection shall not apply if the acquisition is not consummated.
(b) Any person who violates a cease and desist order of the commissioner under subsection (a) of this section and while such an order is in effect may after notice and hearing and upon order of the commissione
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-529
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-63-529. This identifies an authority to review, not proof of applicability.