§ 24-A §222 — Registration, regulation, supervision and examination of holding company systems, agents, promoters and others

1.
Examination.
1-A.
Examination.
For purposes of ascertaining compliance with law, or relationships and transactions between any person as defined hereafter and any insurer or proposed insurer subject to this section, the superintendent may as often as the superintendent determines to be advisable examine the accounts, records, documents and transactions pertaining to or affecting the insurance affairs or proposed insurance affairs, or transactions of the insurer or proposed insurer as may be in the possession of any holding company, its subsidiaries or affiliates as is necessary to ascertain the financial condition, including the enterprise risk to the insurer by the ultimate controlling party, or legality of conduct of the insurer or proposed insurer or the insurance holding company system as a whole or any combination of entities within the insurance holding company system and to verify the accuracy of any information provided or required to be provided to the superintendent pursuant to this section.
2.
Definitions.
As used in this section, unless the context otherwise requires, the following words shall have the following meanings.
3.
Subsidiaries of insurers; investments to acquire interest.
This subsection pertains to insurers and their subsidiaries and affiliates.
4.
Tender offers.
4-A.
Tender offers.
4-B.
Application for approval.
4-C.
Acquisitions; tender offers; divestitures.
The following provisions apply to a transaction or proposed transaction that results or might result in the change of direct or indirect control of a domestic insurer.
5.
Tender offer material.
All requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders of such voting securities for control of a domestic insurer or its controlling person made by or on behalf of any such person must contain any information specified in subsection 4‑C as the superintendent may prescribe and must be filed with the superintendent at the time that material is first published or sent or given to security holders. Copies of any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request must contain the information that the superintendent may prescribe as necessary or appropriate in the public interest or for the protection of policyholders and must be filed with the superintendent at the time copies of that material are first published or sent or given to security holders.
6.
Information as to applicant.
If a person required to file an application under subsection 4‑C is a partnership, limited partnership, syndicate or other group, the superintendent may require that the information called for by subsection 4‑C must be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group and each person who controls any such partner or member. If a person required to file an application under subsection 4‑C is a corporation, the superintendent may require that the information called for by subsection 4‑C must be given with respect to the corporation and each officer and director thereof and each person who is directly or indirectly the beneficial owner of more than 10% of the outstanding securities of the corporation.
7.
Approval, disapproval of proposed change of control.
7-A.
Consolidated proceedings.
If a proposed change of control requires, or is part of a series of related transactions that require, the approval of the insurance regulators of more than one state, a person filing an application under subsection 4‑C with respect to the change of control may file a request for a consolidated approval proceeding with the National Association of Insurance Commissioners.
7-B.
Supervisory colleges.
In order to assess the business strategy, financial position, legal and regulatory position, risk exposure including enterprise risk, risk management and governance processes of a domestic insurer that is part of an insurance holding company system with international operations, the superintendent may participate in a supervisory college with other regulators charged with supervision of the insurer or its affiliates, including other state, federal and international regulatory agencies. A supervisory college may be convened as either a temporary or permanent forum for communication and cooperation among the regulators charged with the supervision of the insurer or its affiliates.
7-C.
Groupwide supervision.
This subsection governs groupwide supervision.
8.
Registration of holding company system insurers.
9.
Transactions with affiliates; standards.
Transactions by insurers subject to registration with their affiliates are subject to the following standards.
10.
Insurer's surplus; adequacy factors.
For the purposes of this section, in determining whether an insurer's surplus to policyholders is reasonable in relation to the insurer's outstanding liabilities and adequate to its financial needs, the following factors, among others, may be considered:
11.
Dividends and distributions.
11-A.
Extraordinary dividends.
11-B.
All other dividends and distributions.
11-C.
Dividends and distributions.
The superintendent shall review all dividends and distributions declared or paid by any insurer registered under subsection 8 at least annually.
12.
Verification of information.
13.
Confidential communications.
13-A.
Confidential information.
This section applies to holding company information that is in the possession or control of the superintendent or that is in the possession or control of the National Association of Insurance Commissioners as a result of a filing under this section or as a result of information sharing by the superintendent as authorized by this section.
14.
Penalties.
14-A.
Recovery.
14-B.
Supervision, seizure, conservatorship or receivership proceedings.
This subsection governs an affiliate's obligations under supervision, seizure, conservatorship or receivership proceedings against an insurer.
14-C.
Prohibited voting of securities.
In regard to a security that is the subject of any agreement or arrangement regarding acquisition or that is acquired or to be acquired in contravention of the provisions of this section or of any rule adopted or order issued by the superintendent, a person may not vote the security at any shareholder’s meeting or count the security for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though the securities were not issued and outstanding. An action taken at any meeting at which a security described by this section has been voted is not invalidated by the voting of the security unless the action would materially affect control of the insurer or unless the courts of this State have so ordered.
15.
Additional powers.
The powers, remedies, procedures and penalties provided in this section shall be in addition to, and not in limitation of, any other powers, remedies, procedures and penalties otherwise provided by law.
16.
Separability of provisions.
If any provision of this section or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of this section which can be given effect without the invalid provision or application, and for this purpose the provisions of this section are separable.
17.
Jurisdiction of courts; service of process.
Any person obtaining or attempting to obtain control of a domestic insurer is subject to the jurisdiction of the courts of this State and to service of process in the manner provided in this Title. Unless a valid appointment of an agent for service of process is on file with the superintendent pursuant to another provision of this Title, the person is deemed to have appointed the superintendent as agent for service of process, and service may be made in the same manner as provided in section 2105.
18.
Rules.
The superintendent may adopt reasonable rules to carry out provisions of this section. Rules adopted pursuant to this subsection are routine technical rules as defined in Title 5, chapter 375, subchapter 2‑A.
19.
Supplemental to existing provisions.
This section, as to insurance holding company systems, supplements in particular those provisions contained in sections 407, subsection 2; 410, subsection 1, paragraph B; 413; 423‑C; 425; 1115; 1136; 3414; 3474; 3475; 3476; 3483; 3875 and 4407; and the provisions of this section are deemed to supersede or modify any such provisions or any other provisions of this Title to the extent inconsistent therewith.

Legislative History

PL 1969, c. 132, §1 (NEW). PL 1973, c. 585, §12 (AMD). PL 1975, c. 356, §1 (RPR). PL 1977, c. 694, §388 (AMD). PL 1983, c. 394, §§1, 2 (AMD). PL 1987, c. 399, §1 (AMD). PL 1989, c. 385, §§1-9 (AMD). PL 1989, c. 611, §§1, 4 (AMD). PL 1991, c. 37, §§1, 2 (AMD). PL 1991, c. 548, Pt. B, §3 (AMD). PL 1991, c. 828, §§3-6 (AMD). PL 1993, c. 313, §§7-13 (AMD). PL 1999, c. 113, §§8-14 (AMD). PL 2001, c. 72, §§4, 5 (AMD). PL 2007, c. 466, Pt. D, §§1-3 (AMD). PL 2009, c. 511, Pt. A, §§3-5 (AMD). PL 2013, c. 238, Pt. A, §§2-29 (AMD). PL 2013, c. 238, Pt. A, §34 (AFF). PL 2017, c. 169, Pt. B, §§2-10 (AMD). PL 2021, c. 16, §§3-5 (AMD). PL 2021, c. 521, §§5-22 (AMD). PL 2025, c. 348, §§2-6 (AMD).