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The Vermont Statutes Online



Title

08

:
Banking and Insurance






Chapter

101

:
INSURANCE COMPANIES GENERALLY






Subchapter

003A
:
MUTUAL INSURANCE HOLDING COMPANIES








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§

3442. Merger of mutual insurance company into an existing mutual insurance

holding company; merger and acquisition by mutual

insurance holding company or subsidiary of mutual insurance holding company

(a) Merger of

mutual insurance company into mutual insurance holding company. A domestic or

foreign mutual insurance company, upon the approval of the commissioner, may

reorganize by merging its policyholders' membership interests into a mutual

insurance holding company formed pursuant to section 3441 of this title and

continue the corporate existence of the reorganizing insurance company as a

stock insurance company subsidiary of the mutual insurance holding company. A

merger pursuant to this section shall be governed by the terms, conditions and

procedure set forth in section 3441 of this title.

(b) Merger and

acquisition by mutual insurance holding company or subsidiary of mutual

insurance holding company. Subject to applicable requirements of this chapter,

a mutual insurance holding company may:

(1) Merge or

consolidate with, or acquire the assets of, a mutual insurance holding company

reorganized pursuant to this act or any similar entity organized pursuant to

the laws of any other state;

(2) Either alone

or together with one or more stock insurance holding companies as defined in

subsection 3443(c) of this title, or other subsidiaries, directly or

indirectly, acquire the stock of a stock insurance company or a mutual

insurance company that reorganizes under this act or the law of its state of

organization;

(3) Together

with one or more of its stock insurance company subsidiaries, acquire the

assets of a stock insurance company or a mutual insurance company; or

(4) Acquire a

stock insurance company through the merger of such stock insurance subsidiary with

a stock insurance company or stock insurance holding company.

(c) A merger or

consolidation pursuant to subsection (b) of this section is subject to the

standards and procedures prescribed in sections 3424 through 3434 of this

title. Mutual insurance holding companies and stock insurance holding companies

shall be considered insurers for purposes of application of such sections.

(d) No such

merger or consolidation shall be effectuated unless in advance thereof, the

plan and agreement therefor have been filed with and approved by the

commissioner. Such approval shall be given unless the commissioner finds such

plan or agreement:

(1) Is

inequitable to the policyholders of any insurer involved in the merger or the

members of any mutual insurance holding company involved in the merger; or

(2) Would

substantially reduce the security of and service to be rendered to

policyholders of an insurer involved in the merger or consolidation.

(e) A stock or

asset acquisition pursuant to subsection (b) of this section shall be subject

to the provisions of subsection 3443(c) of this title.

(f) The

provisions of subsection 3441(b) of this title shall apply to any transaction

under this section which involves the merger, consolidation or acquisition of a

mutual insurance company or mutual insurance holding company. (Added 1995, No.

167 (Adj. Sess.), § 29a; amended 1999, No. 86 (Adj. Sess.), § 4, eff. April 27,

2000.)