Louisiana Revised Statutes 22:237.4 – Plan of reorganization
Terms Used In Louisiana Revised Statutes 22:237.4
- Affiliate: means a person who directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the person specified. See Louisiana Revised Statutes 22:237.2
- Commissioner: means the commissioner of insurance, or his deputy, or the Department of Insurance, as appropriate. See Louisiana Revised Statutes 22:237.2
- 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.
- Dividend protections: means provisions in a plan of reorganization designed to protect, through a closed block or other means, the reasonable dividend expectations of policyholders who own individual, dividend-paying policies. See Louisiana Revised Statutes 22:237.2
- Effective date: means the date upon which the reorganization of the reorganizing mutual is effective, as provided in Louisiana Revised Statutes 22:237.2
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Parent corporation: means a corporation, including a limited liability company, that is or has been organized for the purpose of acquiring, directly or indirectly, all of the common shares of a reorganized insurer. See Louisiana Revised Statutes 22:237.2
- Plan of reorganization: means the plan of reorganization adopted by the reorganizing mutual in compliance with this Subpart. See Louisiana Revised Statutes 22:237.2
- Reorganized company: means either: (a) a reorganized insurer resulting from the reorganization of a mutual insurer under this Subpart; or (b) a reorganized insurance holding company. See Louisiana Revised Statutes 22:237.2
- Reorganized insurer: means the following:
(a) With respect to a conversion of a mutual insurer under this Subpart, the domestic stock insurer into which a mutual insurer is being or has been reorganized. See Louisiana Revised Statutes 22:237.2
- Reorganizing mutual: means a mutual insurer or mutual insurance holding company that is reorganizing pursuant to this Subpart. See Louisiana Revised Statutes 22:237.2
A. A reorganizing mutual seeking to reorganize pursuant to the provisions of this Subpart shall submit a proposed plan of reorganization to the commissioner. The plan of reorganization shall include the following:
(1) A statement analyzing the benefits and risks attendant to the proposed reorganization, including the rationale for the reorganization.
(2) A statement indicating how the reorganization will protect the immediate and long-term interests, and serve the best interests of policyholders.
(3) Copies of the articles of incorporation and bylaws of the reorganized company and any affiliate parent corporation, stockholding companies, and reorganized insurers.
(4) Information sufficient to demonstrate that the financial condition of any reorganized insurer will not be diminished upon reorganization.
(5) A description of any plans for the initial sale of stock of the reorganizing mutual or any parent corporation or affiliate stockholding company.
B. The plan of reorganization shall:
(1) Provide that all membership interests in the reorganizing mutual shall be extinguished as of the effective date.
(2) Require the distribution of consideration, in a fair and equitable manner, to all eligible members upon extinguishment of the membership interests.
(3) Specify the manner in which the aggregate value of the consideration shall be determined and the method by which the consideration shall be allocated among eligible members.
(4) Provide dividend protections for the reasonable dividend expectations, if any, of policyholders of any reorganized insurer, all as set forth in La. Rev. Stat. 22:237.5.
C. The plan of reorganization shall have been duly adopted by action of not less than two-thirds of the members of the entire board of directors of the reorganizing mutual.
D. A plan of reorganization filed with the commissioner pursuant to this Section shall be accompanied by the proposed forms of notice required by La. Rev. Stat. 22:237.6(C) and 237.7(C).
E. All information, documents, and copies thereof obtained by or disclosed to the commissioner, the Department of Insurance, or its designated representative in the course of an examination of a proposed plan of reorganization shall be treated in accordance with La. Rev. Stat. 22:706.
Acts 2009, No. 234, §1.