§ 27-3-3-2 — Manner of acquisition

(a) Any parent corporation may acquire all of
the issued and outstanding voting stock of its subsidiary insurer not
owned by the parent corporation in exchange for shares or other
securities of the parent corporation, or cash, other consideration, or any
combination of the foregoing, in the manner provided in this section.
The board of directors of the parent corporation, by resolution
approved by a majority of the whole board, shall adopt a plan of
acquisition setting forth:
(1) the name of the subsidiary insurer;
(2) the designation and a description of the voting rights of each
class, and any series thereof, of voting stock of the subsidiary
insurer;
(3) the total number of issued and outstanding shares of each
class, and any series thereof, of voting stock of the subsidiary
insurer, the number of such shares owned by the parent
corporation and, if either of the foregoing is subject to change
prior to the proposed acquisition, the manner in which any change
may occur;
(4) the terms and conditions of the acquisition, including the
consideration to be paid and the proposed effective date of
acquisition, and a statement clearly describing the rights of
shareholders dissenting from the plan of acquisition;
(5) if the parent corporation is not authorized to do business in
this state, its consent to the enforcement against it in this state of
the rights of shareholders pursuant to the plan of acquisition or
the rights of shareholders dissenting from that plan, and a
designation of the commissioner as the agent upon whom process
may be served against the parent corporation in any action or
proceeding to enforce those rights; and
(6) such other provisions with respect to the acquisition as the
board of directors of the parent corporation deems necessary or
appropriate.
(b) Upon adoption of a plan of acquisition, the parent corporation
shall submit that plan to the commissioner in duplicate, certified by the
secretary or an assistant secretary of the parent corporation as having
been adopted in accordance with the provisions of this chapter. Within
thirty (30) days from the date the plan is submitted to the
commissioner, the commissioner shall endorse the commissioner's
approval or disapproval and the date thereof on both copies of the plan,
file one (1) copy of the plan in the commissioner's offices, and deliver
the other copy to the parent corporation. No plan of acquisition shall
take effect unless the approval of the commissioner has been obtained.
The commissioner shall approve the plan of acquisition if the
commissioner is satisfied that the plan complies with this chapter and
that the terms and conditions of the plan of acquisition are fair and
reasonable. If the commissioner disapproves the plan, the
commissioner shall advise the parent corporation in writing of the
reasons for disapproval. The commissioner's disapproval of a plan of
acquisition shall be subject to judicial review upon the petition of the
parent corporation in accordance, so far as practical, with IC 4-21.5-5.
(c) If the commissioner approves the plan of acquisition, and if the
plan has not been abandoned, the parent corporation shall deliver a
copy of the plan or a summary thereof approved by the commissioner
to each person who, as of the date of delivery, is a holder of record of
voting stock to be acquired pursuant to the plan. Delivery shall be made
either in person or by depositing a copy of the plan or an approved
summary thereof in the United States mails, postage prepaid, addressed
to the shareholder at the shareholder's address of record as furnished by
the subsidiary insurer or its transfer agent. The parent corporation shall
thereafter file with the commissioner an affidavit of its secretary or
assistant secretary setting forth that the delivery was made and the date
of delivery.
(d) Notwithstanding approval by the commissioner of the plan of
acquisition or delivery of the plan or of an approved summary thereof
to shareholders, the plan of acquisition may be abandoned at any time
prior to the proposed effective date of acquisition pursuant to a
provision for abandonment, if any, contained in the plan.
(e) Upon compliance with the requirements of this section and if the
plan of acquisition has not been abandoned, ownership of the voting
stock to be acquired pursuant to the plan shall automatically vest in the
parent corporation on the date of acquisition proposed in the plan,
without any physical transfer or deposit of certificates representing that
voting stock, and the parent corporation shall be entitled to have new
certificates therefor registered in its name. Shareholders whose voting
stock is so acquired shall cease to be shareholders and shall have only
the right to receive the consideration to be paid in exchange for their
voting stock pursuant to the plan of acquisition.
Formerly: Acts 1973, P.L.278, SEC.1. As amended by
P.L.7-1987, SEC.144; P.L.86-2018, SEC.205.