§ 508B.13 — Prohibitions on certain offers to acquire shares

Iowa § 508B.13

• Jurisdiction: Iowa
• Title XIII: COMMERCE
• Ch. 508B: CONVERSION FROM MUTUAL COMPANY TO STOCK COMPANY

Text

Prior to and for a period of five years following the effective date of the conversion, and
in the case of the plans of conversion specified in section 508B.3, subsections 1 and 3, five
years following the date of distribution of consideration to the policyholders in exchange
for their membership interests, a person, other than the reorganized company, other than an
employeebenefitplanoremployeebenefittrustsponsoredbythereorganizedcompany, oras
otherwise specifically provided for in the plan of conversion, shall not directly or indirectly
acquire or offer to acquire the beneficial ownership of more than five percent of any class
of voting security of the reorganized company, and a person, other than the reorganized
company or other than an employee benefit plan or employee benefit trust sponsored by
the reorganized company, who acquires five percent or more of any class of voting security
of the reorganized company prior to the conversion or as specifically provided for in the
plan of conversion, shall not directly or indirectly acquire or offer to acquire the beneficial
ownership of additional voting securities of the reorganized company, unless the acquisition
is approved by the commissioner as not being contrary to the interests of the policyholders
of the reorganized company or its life insurance company subsidiary and by the board of
directors of the reorganized company. The commissioner and the board of directors may
consider the factors set forth in section 490.1108A. The provisions of section 521A.3, except
section 521A.3, subsection 4, paragraph “a”, shall be applicable to a proposed acquisition
subject to this section. An approved plan of conversion may include a stock option plan.
As used in this section, “beneficial ownership” means, with respect to a security, the sole or
shared power to vote or direct the voting of the security or the sole power to dispose or direct
the disposition of the security.