§ 22:237.4 — Plan of reorganization

Louisiana § 22:237.4

• Jurisdiction: Louisiana
• Title 22: Insurance

Text

§237.4. Plan of reorganization
A. A reorganizing mutual seeking to reorganize pursuant to the provisions of this
Subpart shall submit a proposed plan of reorganization to the commissioner. The plan of
reorganization shall include the following:
(1) A statement analyzing the benefits and risks attendant to the proposed
reorganization, including the rationale for the reorganization.
(2) A statement indicating how the reorganization will protect the immediate and
long-term interests, and serve the best interests of policyholders.
(3) Copies of the articles of incorporation and bylaws of the reorganized company
and any affiliate parent corporation, stockholding companies, and reorganized insurers.
(4) Information sufficient to demonstrate that the financial condition of any
reorganized insurer will not be diminished upon reorganization.
(5) A description of any plans for the initial sale of stock of the reorganizing mutual
or any parent corporation or affiliate stockholding company.
B. The plan of reorganization shall:
(1) Provide that all membership interests in the reorganizing mutual shall be
extinguished as of the effective date.
(2) Require the distribution of consideration, in a fair and equitable manner, to all
eligible members upon extinguishment of the membership interests.
(3) Specify the manner in which the aggregate value of the consideration shall be
determined and the method by which the consideration shall be allocated among eligible
members.
(4) Provide dividend protections for the reasonable dividend expectations, if any, of
policyholders of any reorganized insurer, all as set forth in R.S. 22:237.5.
(5) Disclose whether the proposed reorganization is being pursued in conjunction
with a proposed acquisition, as defined in R.S. 22:691.5, if the reorganizing mutual is
authorized to transact health insurance in this state.
C. The plan of reorganization shall have been duly adopted by action of not less than
two-thirds of the members of the entire board of directors of the reorganizing mutual.
D. A plan of reorganization filed with the commissioner pursuant to this Section
shall be accompanied by the proposed forms of notice required by R.S. 22:237.6(C) and
237.7(C).
E. All information, documents, and copies thereof obtained by or disclosed to the
commissioner, the department, or its designated representative in the course of an
examination of a proposed plan of reorganization shall be treated in accordance with R.S.
22:691.10.

Legislative History

Acts 2009, No. 234, §1; Acts 2024, No. 149, §1, eff. May 22, 2024.