§ 8018 — Other requirements applicable to a stock holding company and a mutual holding company

§ 8018. Other requirements applicable to a stock holding company and a\nmutual holding company. (a) From and after the effective date of the\nplan, the mutual holding company shall hold, directly or through one or\nmore stock holding companies, at least fifty-one percent of the issued\nand outstanding voting stock of the reorganized insurer. The reorganized\ninsurer and any stock holding company may issue to the mutual holding\ncompany and to other persons securities, including voting stock,\nnon-voting stock and securities convertible into voting or non-voting\nstock, provided that, such issuance and the terms of such issuance shall\nhave received the prior approval of the superintendent, who shall\nconsider the interests of the mutual holding company and its members and\nwho may require that, at the time of such issuance, consideration be\ndistributed to members. For purposes of the fifty-one percent\nlimitation, any issued and outstanding securities of the reorganized\ninsurer or any stock holding company that are convertible into voting\nstock shall be considered issued and outstanding voting stock.\n (b) A mutual holding company and any stock holding company shall each\nbe deemed to be a "holding company" of the reorganized insurer within\nthe meaning of article fifteen of this chapter, and all provisions of\narticle fifteen of this chapter shall apply to transactions occurring\nbetween the mutual holding company, the stock holding company and the\nreorganized insurer. Approval of the plan of reorganization by the\nsuperintendent pursuant to this article shall constitute approval of the\nacquisition of control by a mutual holding company and any stock holding\ncompany under section one thousand five hundred six of this chapter, the\nregistration by the reorganized insurer as a controlled insurer under\nsection one thousand five hundred three of this chapter and notice of\nthe acquisition of shares of the reorganized insurer under section four\nthousand two hundred three of this chapter.\n (c) Outside directors of the mutual holding company, a stock holding\ncompany or the reorganized insurer shall not own beneficially, in the\naggregate, more than three percent of the voting stock of the stock\nholding company or the reorganized insurer.\n (d) In no event shall any person, directly or indirectly, offer to\nacquire or acquire in any manner beneficial ownership of more than\nfifteen percent of any class of voting securities of the reorganized\ninsurer, any stock holding company or any other institution which owns\ndirectly or indirectly a majority or all of the voting securities of the\nreorganized insurer without the prior approval of the superintendent.\n (e) Any issuance of voting stock or securities convertible into voting\nstock or options for the purchase of voting stock of the reorganized\ninsurer or the stock holding company prior to an initial public\noffering, private equity placement, or the issuance of public or private\nvoting stock or securities convertible into voting stock of the\nreorganized insurer or stock holding company or any other type of\ncapital raised shall be subject to the approval of the superintendent as\nto the proposed valuation of such stock or securities, the\nsuperintendent may impose conditions upon such approval, and all\nexpenses of the superintendent's review, including without limitation\nthose of outside consultants in reviewing such proposed valuation, shall\nbe borne by the issuing company.\n (f) In the event of an initial public offering, a stock holding\ncompany or reorganized insurer may not repurchase capital stock within\none year following the date of such initial public offering, except that\nrepurchases of no greater than five percent of the outstanding stock may\nbe repurchased during this one year period without the approval of the\nsuperintendent.\n (g) In the event of any violation of this section, or of any action\nwhich, if consummated, might constitute such a violation:\n (l) all voting stock of the reorganized insurer, any stock holding\ncompany, or the reorganized mutual holding company, acquired by any\nperson in excess of the maximum amount permitted to be acquired by such\nperson pursuant to this subsection shall be deemed to be non-voting\nstock; and\n (2) in addition to any other enforcement powers of the superintendent,\nunder this chapter, such violation or action may be enforced or\nenjoined, as the case may be, by appropriate proceeding commenced on\nbehalf of the reorganized insurer, any stock holding company or, if\napplicable, a reorganized mutual holding company, by the reorganized\ninsurer, the stock holding company, the mutual holding company or the\nsuperintendent, the attorney general, any member of the mutual holding\ncompany or, if applicable, a reorganized mutual holding company, or any\nstockholder of the reorganized insurer, any stock holding company or the\nreorganized mutual holding company in the supreme court in the judicial\ndistrict in which the reorganized insurer has its home office or in any\nother court having jurisdiction, and such court may issue any order,\ninjunctive or otherwise, it finds necessary to cure such violation or to\nprevent such action.\n