§ 3681. Definitions

As used in this subchapter:

(1) “Affiliate” of, or person “affiliated” with, a specific person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

(2) “Commissioner” means the Commissioner of Financial Regulation or his or her deputies, as appropriate.

(3) “Control,” including the terms “controlling,” “controlled by,” and “under common control with,” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless the power is the result of an official position with or corporate office held by the person. Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by subsection 3684(l) of this title that control does not exist in fact. The Commissioner may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect.

(4) “Groupwide supervisor” or “supervisor” means the regulatory official authorized to engage in conducting and coordinating groupwide supervision activities, as specified by the Commissioner under section 3696 of this subchapter.

(5) “Insurance holding company system” or “system” means two or more affiliated persons, one or more of which is an insurer.

(6) “Insurer” means a company qualified and licensed to transact the business of insurance in this State and shall include a health maintenance organization, a nonprofit hospital service corporation, and a nonprofit medical service corporation, except that it shall not include:

(A) agencies, authorities, or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia, or a state or political subdivision of a state; or

(B) fraternal benefit societies.

(7) “Enterprise risk” means any activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including anything that would cause the insurer’s risk-based capital to fall into company action level as set forth in section 8303 of this title or would cause the insurer to be in hazardous financial condition under Department Regulation I-93-2, sections 3-4.

(8) “Internationally active insurance group” or “group” means an insurance holding company system that:

(A) includes an insurer registered under section 3684 of this subchapter; and

(B) meets the following criteria:

(i) premiums written in at least three countries;

(ii) the percentage of gross premiums written outside the United States is at least 10 percent of the system’s total gross written premiums; and

(iii) based on a three-year rolling average, the total assets of the system are at least $50,000,000,000.00, or the total gross written premiums of the system are at least $10,000,000,000.00.

(9) “Person” means an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization, any similar entity or any combination of the foregoing acting in concert, but shall not include any securities broker performing no more than the usual and customary broker’s function.

(10) “Security holder” of a specified person means one who owns any security of such person, including common stock, preferred stock, debt obligations, and any other security convertible into or evidencing the right to acquire any of the foregoing.

(11) “Subsidiary” of a specified person means an affiliate controlled by such person directly, or indirectly through one or more intermediaries.

(12) “Voting security” shall include any security convertible into or evidencing a right to acquire a voting security. (Added 1971, No. 72, § 2; amended 1989, No. 225 (Adj. Sess.), § 25(b); 1991, No. 249 (Adj. Sess.), § 14; 1995, No. 180 (Adj. Sess.), § 38(a); 1997, No. 159 (Adj. Sess.), § 3, eff. April 29, 1998; 2003, No. 163 (Adj. Sess.), § 40, eff. June 10, 2004; 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012; 2013, No. 29, § 27, eff. May 13, 2013; 2015, No. 15, § 3, eff. May 1, 2015; 2019, No. 103 (Adj. Sess.), § 20.)