This text of Iowa § 521J.11 (Captive mergers) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1. A merger between captive stock insurers, or a merger between captive mutual
insurers, shall meet the requirements of chapter 521 and section 521J.5, as applicable.
The commissioner may, at the commissioner’s discretion, provide notice to the public of a
proposed merger prior to the commissioner’s approval or disapproval of a merger.
2. An industrial insured group formed as a stock insurer or as a mutual insurer may be
converted to or merged with a reciprocal insurer under this section.
3. A plan for conversion or merger shall meet all of the following requirements:
a.
(1)Theplanshallbefairandequitabletotheshareholdersinthecaseofastockinsurer,
or to the policyholders in the case of a mutual insurer.
(2)The plan shall provide for the purchase of the shares of any nonconsenting
sharehold
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1. A merger between captive stock insurers, or a merger between captive mutual
insurers, shall meet the requirements of chapter 521 and section 521J.5, as applicable.
The commissioner may, at the commissioner’s discretion, provide notice to the public of a
proposed merger prior to the commissioner’s approval or disapproval of a merger.
2. An industrial insured group formed as a stock insurer or as a mutual insurer may be
converted to or merged with a reciprocal insurer under this section.
3. A plan for conversion or merger shall meet all of the following requirements:
a. (1) Theplanshallbefairandequitabletotheshareholdersinthecaseofastockinsurer,
or to the policyholders in the case of a mutual insurer.
(2) The plan shall provide for the purchase of the shares of any nonconsenting
shareholder of a stock insurer, or of the policyholder interests of any nonconsenting
policyholder of a mutual insurer.
b. A plan for conversion to a reciprocal insurer must be approved by the commissioner.
§521J.11, CAPTIVE COMPANIES 10
The commissioner shall not approve a plan unless the plan meets all of the following
requirements:
(1) The plan provides for a hearing upon notice to the insurer, directors, officers, and
stockholders or policyholders who have the right to appear at the hearing, unless the
commissioner waives or modifies the requirements for the hearing.
(2) (a) In the case of a stock insurer, the plan provides for the conversion of the
existing stockholder interests into subscriber interests in the resulting reciprocal insurer
proportionate to the existing stockholder interests, and is approved by a majority of the
shareholders who are entitled to vote, and who are represented at a regular or special
meeting at which a quorum is present either in person or by proxy.
(b) In the case of a mutual insurer, the plan provides for the conversion of the
existing policyholder interests into subscriber interests in the resulting reciprocal insurer
proportionate to the existing policyholder interests, and is approved by a majority of the
voting interests of the policyholders who are represented at a regular or special meeting at
which a quorum is present either in person or by proxy.
(3) The plan meets the applicable requirements of section 521J.5.
c. If the commissioner approves a plan of conversion, the certificate of authority for
the converting insurer shall be amended to state that the converting insurer is a reciprocal
insurer. The conversion shall be effective and the corporate existence of the converting
entity shall cease to exist on the date on which the amended certificate of authority is issued
to the attorney-in-fact for the reciprocal insurer. The resulting reciprocal insurer shall file
the articles of merger or the articles of conversion with the secretary of state.