Florida Statutes 628.715 – Merger and acquisitions
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Subject to applicable requirements of this chapter, a mutual insurance holding company may:
(1)(a) Merge or consolidate with, or acquire the assets of, a mutual insurance holding company licensed pursuant to this part or any similar entity organization pursuant to laws of any other state;
Terms Used In Florida Statutes 628.715
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Intermediate holding company: means :(a) A holding company that is a subsidiary of a mutual insurance holding company, and which directly or through a subsidiary intermediate holding company owns a majority of the voting shares of the capital stock of one or more subsidiary insurance companies; or(b) A holding company that is a not-for-profit corporation and a subsidiary of a mutual insurance holding company, of which a majority of the voting membership interests entitled to elect the board of directors of such corporation are owned, directly or through a subsidiary intermediate holding company, by the mutual insurance holding company. See Florida Statutes 628.703
- majority of the voting shares of the capital stock: means the shares of the capital stock of such company which carry the right to cast a majority of the votes entitled to be cast by all of the outstanding shares of the capital stock for the election of directors. See Florida Statutes 628.703
- Mutual insurance holding company: means an incorporated entity without permanent capital stock which is organized under this part and whose members are determined in accordance with this part. See Florida Statutes 628.703
- Nonprofit health care plan: means a not-for-profit domestic or foreign hospital or medical and surgical service plan or corporation that is licensed in one or more states, issues no capital stock, and is engaged in the business of providing prepaid indemnity or health care benefits. See Florida Statutes 628.703
- person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
- Subsidiary insurance company: means :
(a) A stock insurance company, of which the majority of the voting shares of the capital stock are at all times owned by a mutual insurance holding company. See Florida Statutes 628.703(b) Either alone or together with one or more intermediate holding companies, or other subsidiaries, directly or indirectly acquire the stock of a stock insurance company or a mutual insurance company that reorganizes under this part or the law of its state of organization;(c) Together with one or more of its subsidiaries, acquire the assets of a stock insurance company or a mutual insurance company, or the membership interests of a not-for-profit insurance company or nonprofit health care plan;(d) Acquire a stock insurance company through the merger of the stock insurance subsidiary with a stock insurance company or interim stock insurance company subsidiary of the mutual insurance holding company, or acquire a not-for-profit insurance company or nonprofit health care plan through the merger of such entities with a mutual insurance company, or with a not-for-profit insurance company subsidiary of the mutual insurance holding company or intermediate holding company;(e) Acquire the stock or assets of any other person to the same extent as would be permitted for any not-for-profit corporation under chapter 617 or, if the mutual insurance holding company writes insurance, a mutual insurance company;(f) Jointly, with a domestic or foreign mutual insurance company that redomesticates pursuant to s. 628.520, file an application with the office, pursuant to this part, to merge the domestic or foreign mutual insurance company policyholder’s membership interests into the mutual insurance holding company. The reorganizing mutual insurance company may merge with the mutual insurance holding company’s stock subsidiary or continue its corporate existence as a domestic stock insurance company subsidiary. The members of the foreign mutual insurance company may approve in a contemporaneous vote both the redomestication plan and the agreement for merger and reorganization; or(g) Merge or consolidate with, or acquire the assets of, a domestic or foreign reciprocal insurance company, a group self-insurance fund, or any other similar entity.(2) A reorganization pursuant to this section is subject to the applicable procedures prescribed by the laws of this state applying to corporations formed for profit, except as otherwise provided in this subsection.(a) The plan and agreement for merger shall be submitted to and approved by a majority of the members, policyholders, or subscribers of each domestic mutual insurance holding company, mutual insurance company, stock insurance company, or domestic or foreign reciprocal insurance company, involved in the merger who vote either in person or by proxy thereon at meetings called for the purposes pursuant to such reasonable notice and procedure as has been approved by the office.(b) No such merger shall be effectuated unless in advance thereof, the plan and agreement therefor have been filed with the office and approved by it after a public hearing, which shall be held within 90 days after receipt by the office of such plan and agreement. The office may retain outside consultants to evaluate the merger. The domestic mutual insurance holding company shall pay reasonable costs associated with retaining such consultants. Such payments shall be made directly to the consultant. The office shall give such approval unless it finds such plan or agreement:1. Is inequitable to the policyholders of any domestic insurer involved in the merger or the members of any domestic mutual insurance holding company involved in the merger; or2. Would substantially reduce the security of and service to be rendered to policyholders of a domestic insurer in this state.(c) All of the initial shares of the capital stock of the reorganized subsidiary insurance company shall be issued either to the mutual insurance holding company, or to an intermediate holding company which is wholly owned by the mutual insurance holding company. The membership interests of the policyholders of the reorganized insurance company shall become membership interests in the mutual insurance holding company. Policyholders of the reorganized insurance company shall be members of the mutual insurance holding company in accordance with the articles of incorporation and bylaws of the mutual insurance holding company. The mutual insurance holding company shall at all times own a majority of the voting shares of the capital stock of the reorganized subsidiary insurance company.(d) For property and casualty insurers, the rights of the members of the merging entities under s. 628.729, for a period of 3 years after the merger, shall be the proportionate share of the total surplus of the merging entities as determined by the percentage of the surplus contributed by each of the merging entities to the total surplus of the surviving entity on the date of the merger.