(a) In this section, “voting security” means a voting security of a domestic insurer the acquisition of which requires the filing of a statement under § 823.154 as a condition precedent.
(b) A statement required under § 823.154 must contain:
(1) the number of shares of a voting security that the acquiring person or an affiliate of the acquiring person proposes to acquire and the terms of the acquisition;
(2) the amount of each class of a voting security that is beneficially owned by the acquiring person and by each affiliate of the acquiring person;
(3) the amount of each class of a voting security the beneficial ownership of which the acquiring person or an affiliate of the acquiring person has a right to acquire;
(4) a copy of any written or confirmed description of any oral agreement, arrangement, or understanding relating to a voting security and in which the acquiring person or an affiliate of the acquiring person is involved, including an agreement, arrangement, or understanding relating to the transfer of any of the voting securities, joint ventures, loan or option agreements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies;
(5) a description of each purchase of a voting security, including the date of purchase, name of the purchaser, and consideration for the purchase, made during the 12 calendar months preceding the date of the filing of the statement by:
(A) the acquiring person; or
(B) an affiliate, director, or executive officer of the acquiring person;
(6) a copy of any written, or a confirmed description of any oral, recommendation to purchase a voting security made during the 12 calendar months preceding the date of the filing of the statement by:
(A) the acquiring person;
(B) an affiliate of the acquiring person; or
(C) a person based on an interview with, or at the suggestion of, the acquiring person or an affiliate of the acquiring person;
(7) a copy of each tender offer for, request or invitation for tender of, exchange offer for, or agreement to acquire or exchange a voting security and any additional distributed soliciting material relating to that offer, request, invitation, or agreement;
(8) a copy of any written, or a confirmed description of any oral, agreement, arrangement, or understanding made with a broker-dealer relating to the solicitation of a voting security for tender, and the amount of any compensation, including fees and commissions, to be paid to a broker-dealer with regard to the solicitation; and
(9) any additional information the commissioner by rule prescribes as necessary or appropriate to protect:
(A) policyholders of the insurer whose voting securities are to be acquired; or
(B) the public.

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Terms Used In Texas Insurance Code 823.205

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Person: includes corporation, organization, government or governmental subdivision or agency, business trust, estate, trust, partnership, association, and any other legal entity. See Texas Government Code 311.005
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Rule: includes regulation. See Texas Government Code 311.005
  • United States: includes a department, bureau, or other agency of the United States of America. See Texas Government Code 311.005
  • Written: includes any representation of words, letters, symbols, or figures. See Texas Government Code 311.005

(c) An insurer required to file information under § 823.154 may satisfy the requirement of § 823.052(c-1) by providing the commissioner with the most recently filed parent corporation reports that have been filed with the United States Securities and Exchange Commission, if required by the commissioner.