§ 26.1-12.2-11 — Conflict of interest

North Dakota § 26.1-12.2-11

• Jurisdiction: North Dakota
• Title 26.1: Insurance
• Ch. 26.1-12.2: Mutual Property and Casualty Insurance Company Conversion

Text

10. The plan must provide that a director or officer may not sell stock purchased pursuant
to this section or subsection 1 of section 26.1-12.2-04 within one year after the
effective date of the conversion, except that nothing contained in this section may be
deemed to restrict a transfer of stock by such director or officer if the stock is the stock
of an unaffiliated corporation that is participating in the plan of conversion as provided
in item 3 of subparagraph a of paragraph 2 of subdivision c of subsection 1 and has a
class of stock registered under the federal Securities Exchange Act of 1934 [15 U.S.C.
78a et seq.], or if the transfer is to the spouse or minor children of such director or
officer, or to a trust or other estate or wealth planning entity established for the benefit
of such director or officer, or the spouse or minor children of such director or officer.
11. The plan of conversion must provide the rights, if any, of a holder of a surplus note to
participate in the conversion are governed by the terms of the surplus note.
12. The plan of conversion must provide that without the prior approval of the
commissioner, for a period of two years from the date of the completion of the
conversion, a converted stock company or any corporation participating in the plan of
conversion pursuant to item 1 of subparagraph a of paragraph 2 of subdivision c of
subsection 1 or item 2 of subparagraph a of paragraph 2 of subdivision c of
subsection 1, may not repurchase any of its capital stock from any person. However,
this restriction does not apply to a:
a. Repurchase on a pro rata basis pursuant to an offer made to all shareholders of
the converted stock company or any corporation participating in the plan of
conversion pursuant to, or item 1 of subparagraph a of paragraph 2 of
subdivision c of subsection 1, or item 2 of subparagraph a of paragraph 2 of
subdivision c of subsection 1; or
b. Purchase in the open market by a tax-qualified or nontax-qualified employee
stock benefit plan in an amount reasonable and appropriate to fund the plan.