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23-71-115. Merger, consolidation, or adoption of plan of exchange.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-71-115. Merger, consolidation, or adoption of plan of exchange.
(a) A stipulated premium plan insurer may merge or consolidate into another stipulated premium plan insurer or into a stock insurer authorized to transact insurance in this state, or it may adopt a plan of exchange of the outstanding stock of its stockholders in accordance with the procedures prescribed by §§ 23-69-142 — 23-69-148.
(b) A mutual assessment insurer may merge into a stipulated premium plan insurer under § 23-72-119.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-71-115
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:23-71-115
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: fb242ea9ff6a740502cd55273d4db4a4ed6000ba0a7f1bec2ff5e2fba610322b
Source location: content.xml paragraph 41949
Stored source content
23-71-115. Merger, consolidation, or adoption of plan of exchange.
(a) A stipulated premium plan insurer may merge or consolidate into another stipulated premium plan insurer or into a stock insurer authorized to transact insurance in this state, or it may adopt a plan of exchange of the outstanding stock of its stockholders in accordance with the procedures prescribed by §§ 23-69-142 — 23-69-148.
(b) A mutual assessment insurer may merge into a stipulated premium plan insurer under § 23-72-119.
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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
23-69-148. Nonconsenting stockholders.
(a) If any stockholder entitled to vote in any domestic insurer on a proposal to merge or consolidate, or on a proposal to adopt a plan of exchange as provided in §§ 23-69-101 — 23-69-103, 23-69-105 — 23-69-141, 23-69-143, and 23-69-149 — 23-69-156, votes against the same and, at or prior to the taking of the vote, shall object thereto in writing or if any stockholder of record in the corporation, not entitled to vote thereon, at or prior to the taking of the vote, shall object thereto in writing, and if, in either case, the stockholder, within twenty (20) days after the taking of the vote, shall demand in writing that the surviving, consolidated, or acquired corporation make payment of the fair cash value of his or her stock, the surviving, consolidated, or acquired corporation, within thirty (30) days after the agreement of merger or consolidation or plan of exchange becomes effective as provided in § 23-69-144, shall pay to the objecting stockholder the fair cash value of his or her stock as of the day before the vote was taken.
(b)(1) In case of disagreement as to the fair cash value, any stockholder, or the surviving or consolidated or acquired corporation, within sixty (60) days after the agreement or plan has become effective as described in this section and upon notice to the opposite party, may petition the circuit court of the county in which the principal office of the surviving, consolidated, or acquired corporation is established to appoint, and the court shall appoint, three (3) appraisers to appraise the value of the stock.
(2) The award of the appraisers, or a majority of them, if no written objection thereto is filed by either party within ten (10) days after the award has been filed in court, shall be final
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-148
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 23-69-148. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-72-119. Merger or bulk reinsurance or conversion.
(a)(1) Any mutual assessment domestic insurer may merge or reinsure its outstanding policies in bulk with any domestic stipulated premium insurer operating under § 23-71-101 et seq. and, upon filing with the Insurance Commissioner, an agreement setting out the conditions of the proposed merger or bulk reinsurance, and certifying that the agreement has been approved by the boards of directors of the respective merging insurers, together with a financial statement of each such insurer.
(2) The merger shall be subject to the commissioner's approval, in accordance with the same standards as are stated in § 23-69-143.
(3) Upon approval, the membership or policyholders of the merged insurers are bound in all respects by the merger agreement as approved by the commissioner.
(b) The domestic insurer may consolidate, merge, or bulk reinsure with any solvent legal reserve life insurer by proper resolution of its board of directors and pursuant to the commissioner's approval and applicable procedure provided by §§ 23-69-143 — 23-69-145, except that approval of the plans or agreement of merger or bulk reinsurance by members of any insurer involved may be dispensed with if the plan or agreement is otherwise approved by the commissioner.
(c) A domestic insurer may convert into a legal reserve stock insurer under the procedures and conditions provided by § 23-69-141, but the insurer shall be subject to minimum capital stock and maximum risk requirement as provided in § 23-71-116 for stipulated premium plan insurers and to subdivisions (d)(3) and (4) and subdivision (d)(6) of this section.
(d) A domestic insurer may convert to a legal reserve mutual insurer under a plan filed with and approved by the commissioner as being
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-72-119
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 23-72-119. This identifies an authority to review, not proof of applicability.