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23-69-144. Agreement or adoption of plan for merger, consolidation, or plan of exchange of shares.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-144. Agreement or adoption of plan for merger, consolidation, or plan of exchange of shares.
(a) The directors, or a majority of them, of the corporations as desire to merge or consolidate or adopt a plan of exchange of shares pursuant to § 23-69-142 or § 23-69-143 shall enter into an agreement or adopt a plan signed by them and under the corporate seals of the respective corporations prescribing the terms and conditions of the merger or consolidation or plan of exchange of shares, the mode of carrying the same into effect, provisions with respect to abandonment, the effective date of the proposal or method of determination thereof and stating such other facts as are deemed applicable among those necessary to be set out in articles of incorporation, as provided in § 23-69-105, as well as the manner and basis of any issuance, conversion, or exchange of shares of stock involved in the proposal, and with such other details and provisions as are deemed necessary or desirable.
(b)(1) The agreement of merger or consolidation shall be submitted to the stockholders, in the case of a stock insurer, or members, in the case of a mutual insurer, of each corporation at meetings thereof and called for the purpose of taking it into consideration. A plan of exchange of shares shall be submitted to the stockholders of the insurer to be acquired at a meeting thereof called for that purpose.
(2) Notice shall be given of the time, place, and object of the meeting to each stockholder or member of record, whether entitled to vote or not.
(3) At the meeting, the agreement or plan shall be considered and a vote by ballot, in person or by proxy, shall be taken for the adoption or rejection of the agreement or plan.
(4) If the votes of stockholders, in the case of a stock insurer
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-144
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:23-69-144
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 9ceececcb95ae7acac856149a912112105e4bd932f5f737a0ff1b2f3780bcc9b
Source location: content.xml paragraph 40901
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23-69-144. Agreement or adoption of plan for merger, consolidation, or plan of exchange of shares.
(a) The directors, or a majority of them, of the corporations as desire to merge or consolidate or adopt a plan of exchange of shares pursuant to § 23-69-142 or § 23-69-143 shall enter into an agreement or adopt a plan signed by them and under the corporate seals of the respective corporations prescribing the terms and conditions of the merger or consolidation or plan of exchange of shares, the mode of carrying the same into effect, provisions with respect to abandonment, the effective date of the proposal or method of determination thereof and stating such other facts as are deemed applicable among those necessary to be set out in articles of incorporation, as provided in § 23-69-105, as well as the manner and basis of any issuance, conversion, or exchange of shares of stock involved in the proposal, and with such other details and provisions as are deemed necessary or desirable.
(b)(1) The agreement of merger or consolidation shall be submitted to the stockholders, in the case of a stock insurer, or members, in the case of a mutual insurer, of each corporation at meetings thereof and called for the purpose of taking it into consideration. A plan of exchange of shares shall be submitted to the stockholders of the insurer to be acquired at a meeting thereof called for that purpose.
(2) Notice shall be given of the time, place, and object of the meeting to each stockholder or member of record, whether entitled to vote or not.
(3) At the meeting, the agreement or plan shall be considered and a vote by ballot, in person or by proxy, shall be taken for the adoption or rejection of the agreement or plan.
(4) If the votes of stockholders, in the case of a stock insurer, holding stock of the corporation entitling them to exercise at least a majority of the voting power, or such other proportion of the stockholders as may be prescribed in the corporation's articles of incorporation for votes on such a proposal, or, in the case of a mutual insurer, the votes of the number or proportion of members of the insurer as required under § 23-69-143(b), shall be for the adoption of the agreement or plan, then that fact shall be certified in the agreement or plan by the secretary or assistant secretary of each corporation, under the seal thereof.
(5) The agreement or plan so adopted and certified shall be signed by each constituent corporation under its seal and the hands of its president or a vice president and its secretary or an assistant secretary and acknowledged before an officer authorized by the laws of Arkansas to take acknowledgment of deeds.
(c)(1) The agreement or plan, adopted and certified as provided in subsections (a) and (b) of this section, shall be filed in duplicate originals with the Insurance Commissioner, and thence shall be taken and deemed to be the agreement and act of merger or consolidation or plan of exchange of shares of the constituent corporations, and, in the case of a consolidation, as the certificate of incorporation of the consolidated corporations.
(2) A copy of the agreement or plan certified by the commissioner shall be evidence of the performance of all antecedent acts and conditions necessary to the merger and consolidation or plan of exchange of shares and of the existence of the consolidated corporation.
(3) One (1) of the duplicate originals, bearing the file marks of the commissioner, shall be filed for record in the office of the clerk of the county court of the county in which the principal office or place of business of the merged or consolidated corporation adopting the plan of exchange, as specified in the merger or consolidation agreement or plan of exchange, is located.
(d) Any agreement of merger or consolidation or plan of exchange may be abandoned in conformity with the terms thereof as approved by the commissioner. However, in such event, due notice of the abandonment shall be immediately transmitted to the stockholders or members of all domestic insurance corporations which are parties thereto within ten (10) days of the abandonment in a manner and form as prescribed or approved by the commissioner. With regard to proposed affiliations between a depository institution, or any affiliate thereof, and an insurer, the hearing may be cancelled and the matter concluded and the notice of abandonment issued within the period required by federal law.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-105. Incorporation.
(a) This section applies to stock and mutual insurers hereafter incorporated in this state.
(b) One (1) or more persons may act as the incorporator or incorporators of a stock or mutual insurer by delivering articles of incorporation to the Insurance Commissioner for filing.
(c) The incorporator or incorporators shall execute articles of incorporation in duplicate and acknowledge their execution thereof in the same manner as provided by law for the acknowledgment of deeds. The articles of incorporation shall state and show:
(1) The name of the corporation. If a mutual, the word “mutual” may be a part of the name. An alternative name may be specified for use in jurisdictions wherein conflict of name with that of another insurer or organization might otherwise prevent the corporation from being authorized to transact insurance therein;
(2) The duration of its existence, which may be perpetual;
(3) The kinds of insurance, as defined in the Arkansas Insurance Code, which the corporation is formed to transact;
(4) If a stock corporation, its authorized capital stock, the number of shares of stock into which divided, the par value of each share, which par value shall be at least one dollar ($1.00). Shares without par value shall not be authorized;
(5) If a stock corporation, the extent, if any, to which shares of its stock shall be subject to assessment;
(6) If a mutual corporation, other than a life insurer, the maximum contingent liability of its members, other than as to nonassessable policies, for payment of losses and expenses incurred. The liability shall be as stated in the articles of incorporation but shall not be less than one (1) nor more than six (6) times the premium for the member's policy at the annual premium rate fo
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-105
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 23-69-105. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-142. Mergers and consolidations and acquisition by exchange of stock.
(a)(1) A domestic stock insurer may merge or consolidate with one (1) or more domestic or foreign stock insurers authorized to transact insurance in this state by complying with the other applicable provisions of this chapter and subject to subsections (a) and (b) of this section.
(2) Further, any domestic stock insurance company may adopt a plan of exchange of the outstanding stock of its stockholders for the consideration herein designated to be paid or provided by a person that acquires the stock in the manner provided in this chapter by complying with the other applicable provisions of this chapter, subject to subsections (a) and (b) of this section.
(3) As consideration for the stock of a domestic insurer, the plan of exchange may provide that the acquiring person:
(A) Transfer shares of its stock;
(B) Transfer other securities issued by it;
(C) Pay cash therefor;
(D) Pay or provide other consideration; or
(E) Pay or provide any combination of the foregoing types of consideration.
(b)(1) As used in this section and §§ 23-69-146 and 23-69-147, “acquiring person” means any individual, any stock insurance corporation incorporated under the Arkansas Insurance Code or under prior laws of this state relating to the incorporation of domestic insurance corporations, any stock corporation incorporated under the Arkansas Business Corporation Act, § 4-26-101 et seq., or under prior laws of this state authorizing the establishment of business corporations and any foreign or alien stock corporation qualified to do business in Arkansas, and any foreign or alien stock insurance company authorized to do business in Arkansas.
(2) “Acquiring person” shall also be deemed to include a depos
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-142
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 23-69-142. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-143. Mergers and consolidations — Mutual insurers.
(a) A domestic mutual insurer may merge or consolidate with another mutual or stock insurer under the applicable procedures prescribed by § 23-69-144, except as provided in this section.
(b) 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 involved voting thereon at meetings called for the purpose pursuant to such reasonable notice and procedure as has been approved by the Insurance Commissioner. If a life insurer, the 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.
(c) No merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved by him or her in writing after a hearing thereon. The commissioner shall give approval within a reasonable time after the filing unless he or she finds such a plan or agreement:
(1) Is inequitable to the policyholders of any domestic insurer involved; or
(2) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere.
(d) If it is proposed to merge or consolidate a mutual insurer into or with a stock insurer, the provisions of § 23-69-141, referring to converting a mutual insurer, shall apply as to the rights and equities of the members of the mutual insurer to the fullest extent deemed by the commissioner to be feasible and reasonable.
(e) If the commissioner does not approve the plan or agreement, he or she shall so notify the insurers in writing specifying his or her reasons therefor.
(f) Section 23-
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-143
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 23-69-143. This identifies an authority to review, not proof of applicability.