§ 26-24-149 — Mutual and stock insurer merger prohibited; merger or consolidation of mutual insurers

Wyoming § 26-24-149

• Jurisdiction: Wyoming
• Title 26: Insurance Code
• Ch. 24: ORGANIZATION AND CORPORATE PROCEDURES OF LEGAL

Text

(a) A domestic mutual insurer shall not merge or
consolidate with a stock insurer.
(b) A domestic mutual insurer may merge or consolidate
with another mutual insurer under the applicable procedures
prescribed by the Wyoming Business Corporation Act, except as
otherwise provided in this section.
(c) If the insurer is then unimpaired, the plan and
agreement for merger or consolidation shall be submitted to and
approved by at least two-thirds (2/3) of the members of each
mutual insurer voting thereon at meetings called for the purpose
pursuant to any reasonable notice and procedure the commissioner
approves. If a life insurer, right to vote may be limited to
members whose policies are other than term and group policies
and have been in effect for more than one (1) year.
(d) No merger or consolidation shall be carried out unless
the plan and agreement therefor are filed with the commissioner
and he approves the plan and agreement in writing. If the
insurer is not then impaired the commissioner shall not act upon
the plan and agreement until after a hearing thereon. The
commissioner shall approve the plan and agreement within a
reasonable time after filing unless he finds the plan or
agreement:
(i) Inequitable to the policyholders of any domestic
insurer involved;
(ii) Would substantially reduce the security of and
service to be rendered to policyholders of the domestic insurer
in this state and elsewhere;
(iii) Would materially tend to lessen competition in
the insurance business in this state or elsewhere as to the
kinds of insurance involved, or would materially tend to create
any monopoly as to that business; or
(iv) Is subject to other material and reasonable
objections.
(e) If the commissioner does not approve the plan or
agreement he shall notify the insurers in writing specifying his
reasons therefor.
(f) No director, officer, agent or employee of any insurer
party to the merger or consolidation, nor any other person,
shall receive any fee, commission or other valuable
consideration for in any manner aiding, promoting or assisting
therein except as set forth in the plan and agreement.