379.982. Formation of holding company, application — shareholder approval — issuance of shares.

457 words·~2 min read·/mo/chapter-379/379-982

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379.982. Formation of holding company, application — shareholder approval — issuance of shares. — 1. A mutual insurance company proposing to reorganize pursuant to sections 379.980 to 379.988 shall form a mutual insurance holding company, hereafter referred to in sections 379.980 to 379.988 as a "mutual holding company", and shall file an application with the director which shall contain such insurer's plan of reorganization. The director shall review the application, and may retain such consultants as may be reasonably necessary, at the expense of the applicant; conduct an adequate review to assure that policyholders' interests are protected, and may conduct a public hearing.

The director shall approve formation of the mutual holding company and the plan of reorganization if the director finds that the plan is fair and equitable to the policyholders. The director may condition such approval on the adoption of such modifications to the plan as the director finds necessary for the protection of the policyholders' interests.

2. No mutual insurance company may reorganize pursuant to sections 379.980 to 379.988 unless the reorganization plan is approved by a majority of the policyholders voting in person or by proxy at a special meeting called for that purpose. Any group of at least one hundred policyholders having a right to vote at such special meeting shall be entitled at their own expense to have the secretary of the company mail informational materials to all policyholders provided that such materials and the cost thereof are presented to the secretary at least forty-five days before the special meeting.

3. All of the shares of the capital stock of the reorganized insurance company, if any, shall be issued to the mutual holding company, which shall at all times own a majority of the voting shares of the capital stock of the reorganized insurance company, except that either at the time of the reorganization or, at some later time with the approval of the director, the mutual holding company may create a stock holding company pursuant to chapter 351 for the purpose of owning all of the stock of the reorganized insurance company, so long as the mutual holding company shall at all times own a majority of the voting shares of the capital stock of the stock holding company.

Any subsidiaries of the reorganized insurance company may remain as subsidiaries of such company or become subsidiaries of the mutual or stock holding company provided that, if such subsidiaries shall be subsidiaries of a stock holding company then the reorganized insurance company shall be reimbursed the fair market value of its holdings in such subsidiaries in the event shares of the stock holding company are or have been issued to other than the mutual holding company.

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(L. 1996 S.B. 759)