§232.4. Capital stock of a reorganized insurance company
A.
(1)A mutual insurance holding company established pursuant to R.S. 22:231 shall
at all times own a majority of the voting shares of the capital stock of insurance companies
reorganized under R.S. 22:231.
(2)As used in this Section, "majority of the voting shares of the capital stock" means
shares of the capital stock of the reorganized insurance company which carry the right to cast
a majority of the votes entitled to be cast by all of the outstanding shares of the capital stock
of the reorganized insurance company for the election of directors and on all other matters
submitted to a vote of the shareholders of the reorganized insurance company.
(3)Ownership of a majority of the voting shares of the capital stock of the
reorgani
Free access — add to your briefcase to read the full text and ask questions with AI
§232.4. Capital stock of a reorganized insurance company
A.(1) A mutual insurance holding company established pursuant to R.S. 22:231 shall
at all times own a majority of the voting shares of the capital stock of insurance companies
reorganized under R.S. 22:231.
(2) As used in this Section, "majority of the voting shares of the capital stock" means
shares of the capital stock of the reorganized insurance company which carry the right to cast
a majority of the votes entitled to be cast by all of the outstanding shares of the capital stock
of the reorganized insurance company for the election of directors and on all other matters
submitted to a vote of the shareholders of the reorganized insurance company.
(3) Ownership of a majority of the voting shares of the capital stock of the
reorganized insurance company, which are required by this Section to be at all times owned
by a parent mutual insurance holding company, includes indirect ownership through an
intermediate holding company in a corporate structure approved by the commissioner.
However, indirect ownership through an intermediate holding company shall not result in the
mutual insurance holding company owning less than the equivalent of a majority of the
voting shares of the capital stock of the reorganized insurance company.
B. In addition to the limitations on dividends set forth in the Insurance Holding
Company System Regulatory Law, R.S. 22:691.1 et seq., any dividends paid by an insurance
company reorganized pursuant to R.S. 22:231 shall be paid to the shareholders of record in
an equal amount with respect to each issued and outstanding share, regardless of the classes
of stock issued by the insurance company.
C. The majority of the voting shares of the capital stock of an insurance company
reorganized under R.S. 22:231 shall not be conveyed, transferred, assigned, pledged,
subjected to a security interest or lien, encumbered, or otherwise hypothecated or alienated
by the mutual insurance holding company or intermediate holding company. Any
conveyance, transfer, assignment, pledge, security interest, lien, encumbrance, or
hypothecation or alienation of, in or on the majority of the voting shares of the reorganized
insurance company which is required by this Section to be at all times owned by a mutual
insurance holding company, is in violation of this Section and shall be void in inverse
chronological order of the date of such conveyance, transfer, assignment, pledge, security
interest, lien, encumbrance, or hypothecation or alienation, as to the shares necessary to
constitute a majority of such voting shares. The majority of the voting shares of the capital
stock of the reorganized insurance company which is required by this Section to be at all
times owned by a mutual insurance holding company shall not be subject to execution and
levy as provided in Book IV, Execution of Judgments, and Book V, Summary and Executory
Proceedings, of the Louisiana Code of Civil Procedure.
D. The shares of the capital stock of the surviving or new company resulting from
a merger or consolidation of two or more reorganized insurance companies or two or more
intermediate holding companies which were subsidiaries of the same mutual insurance
holding company are subject to the same requirements, restrictions, and limitations as
provided in this Section to which the shares of the merging or consolidating reorganized
insurance companies or intermediate holding companies were subject by this Section prior
to the merger or consolidation.