ORS 732.523
Procedure for acquiring controlling interest of capital stock

  • filing of statement
  • contents
  • request for hearing

(1)

An acquiring party shall:

(a)

File a statement of acquisition that has the information specified in this section with the Director of the Department of Consumer and Business Services for approval. If more than one acquiring party must file a statement under this paragraph, any or all acquiring parties that are acting in concert may file a joint statement.

(b)

Deliver or mail to the domestic insurer to which the activity described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) (1) applies, concurrently with filing the statement under paragraph (a) of this subsection, a statement that has the information specified in this section. A statement mailed under this paragraph must be sent by certified mail, return receipt requested. If a joint statement is filed under paragraph (a) of this subsection, the joint statement must be the statement mailed or delivered under this paragraph.

(2)

The statement an acquiring party files with the director under this section must be made under oath or affirmation and must have the following information:

(a)

The name and address of the domestic insurer that is subject to the acquisition and of each acquiring party that must file the statement, additional biographical and business information about each acquiring party that must file the statement, and business plans and information regarding persons who will serve as or perform functions of directors or officers, as required by the Director of the Department of Consumer and Business Services.

(b)

The source, nature and amount of the consideration used or to be used in effecting the activity, a description of any transaction in which funds were or are to be obtained for the activity and the identity of persons that provide the consideration. If a source of consideration is a loan made in the lender’s ordinary course of business, the identity of the lender must remain confidential as provided in ORS 705.137 (Information that is confidential or not subject to disclosure), if the acquiring party filing the statement requests confidentiality.

(c)

Fully audited financial information as to the earnings and financial condition of each acquiring party for the acquiring party’s preceding five fiscal years, or for as long as the acquiring party and any predecessors of the acquiring party have existed, if the acquiring party and the acquiring party’s predecessors have existed for a shorter period of time, and similar unaudited information as of a date not earlier than 90 days before the statement was filed.

(d)

Any plan or proposals that each acquiring party that must file a statement has to liquidate the insurer, to sell the insurer’s assets or to merge or consolidate the insurer with any person or to make any other material change in the insurer’s business, corporate structure or management.

(e)

The number of shares of any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) that each acquiring party proposes to acquire, the terms of any offer, request, invitation, agreement or acquisition of any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) and a statement as to the method by which the acquiring party determined the fairness of the proposal.

(f)

The amount of each class of any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) that each acquiring party owns beneficially or concerning which each acquiring party has a right to acquire beneficial ownership.

(g)

A full description of any contracts, agreements or understandings with respect to any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) in which any acquiring party is involved, including but not limited to contracts, agreements or understandings that govern a transfer of any of the securities or that relate to joint ventures, loan or option arrangements, puts or calls, loan guarantees, guarantees against loss or guarantees of profits, division of losses or profits, or giving or withholding proxies. The description must identify the persons with which each acquiring party has entered into the contract, agreement or understanding.

(h)

The names of persons who have purchased any securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) during the 12 months before the date on which the acquiring party files the statement under this section, together with the dates of purchase and the amount and type of consideration the persons paid or agreed to pay.

(i)

A description of any recommendations to purchase any securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) that an acquiring party made during the 12 months before the date on which the acquiring party files the statement under this section, or of any recommendations that another person made as a result of interviewing an acquiring party or at an acquiring party’s suggestion.

(j)

Copies of all tender offers, requests, exchange offers, invitations to tender or agreements to acquire securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed), along with any additional material used to solicit the tender offers, requests, exchange offers, invitations to tender or agreements, if any additional material was distributed.

(k)

The term of any contract, agreement or understanding for soliciting securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) for tender that is made with or proposed to be made with a broker-dealer, together with the fees, commissions or other compensation the broker-dealer will receive in connection with the solicitation.

(L)

An agreement to submit an enterprise risk report under ORS 732.569 (Annual enterprise risk report) each year during which the acquiring party controls the domestic insurer and an acknowledgment that the acquiring party and all subsidiaries in the insurance holding company system that are within the acquiring party’s control will provide, at the director’s request, information the director needs to evaluate enterprise risk to the insurer.

(m)

Any additional information the director may require.

(3)

All requests or invitations for tenders or advertisements that make a tender offer or request or invite tenders of securities for control of a domestic insurer made by or on behalf of any acquiring party required to file the statement under this section must have the information specified in subsection (2) of this section. Copies of the materials must be filed with the director at least 10 days before the time the materials are first published or sent or given to security holders. Any additional materials that solicit or request the tenders after the initial solicitation or request must have the information specified in subsection (2) of this section. Copies of the additional materials must be filed with the director at least 10 days prior to the time the materials are first published or sent or given to security holders.

(4)

If any acquiring party required to file the statement under this section is a partnership, limited partnership, syndicate or other group, the director may require that the information specified in subsection (2) of this section be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group and each person that controls the partner or member. If any partner, member or person is a corporation or if the acquiring party is a corporation, the director may require that the information described in subsection (2) of this section be given with respect to the corporation and each officer and director of the corporation and each person that is directly or indirectly the beneficial owner of more than 10 percent of the outstanding securities of the corporation.

(5)

If any material change occurs in the facts set forth in the statement filed under this section, the party that filed the statement shall file with the director and send to the insurer, within two business days after the party learns of the change, an amendment that sets forth the change together with copies of all documents and other material relevant to the change.

(6)

If an offer, request, invitation, agreement or acquisition described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) (1) is proposed to be made by means of a registration statement under the Securities Act of 1933 or in circumstances that require disclosing similar information under the Securities Exchange Act of 1934, or under a state law that requires a similar registration or disclosure, the party or parties may use the registration statement or disclosure to provide the information the party or parties must provide in the statement required under subsection (1) of this section.

(7)

Any acquiring party may file with the completed statement or within 10 days after the date on which the acquiring party filed the statement a written request for a hearing on the acquisition. The insurer that is subject to the acquisition may file with the director a written request for a hearing on the acquisition within 10 days after the acquiring party filed the completed statement. [1983 c.498 §9; 1993 c.447 §29; 1995 c.79 §359; 2001 c.377 §10; 2013 c.370 §19]

Source: Section 732.523 — Procedure for acquiring controlling interest of capital stock; filing of statement; contents; request for hearing, https://www.­oregonlegislature.­gov/bills_laws/ors/ors732.­html.

732.005
Application of private corporation law
732.015
Permit to organize insurer required
732.025
Application for permit to organize stock insurer
732.035
Application for permit to organize insurer without capital stock
732.045
Investigation of applications to organize insurers
732.055
Approval or disapproval of application for permit
732.065
Reporting of changes in information in application
732.075
Revoking or suspending permit to organize insurer
732.085
Incorporators
732.095
Articles of incorporation
732.105
Filing articles of incorporation and surety bond, letter of credit or deposit
732.115
Approval of articles, documents and bond, letter of credit or deposit
732.125
Registration of securities subsequent to issuance of organization permit and certificate of incorporation
732.135
Soliciting subscriptions and applications
732.145
Stipulations required in subscriptions and applications
732.155
Organization to be completed within two years
732.165
Liability of directors and incorporators
732.175
Liability for acting as corporate insurer without authority
732.205
General powers of insurers
732.210
Assertion of lack of capacity or power
732.215
Management contracts prohibited
732.220
Exclusive agency contracts
732.225
Impairment of required capitalization prohibited
732.230
Order to cure impairment
732.235
Voluntary dissolution of insurer
732.240
Trusts of life insurance proceeds
732.245
Home office
732.250
Continuity of management in event of national emergency
732.305
Board of directors
732.320
Supporting documents for expenditures
732.325
Certain transactions and compensation between insurers and directors, trustees, officers, agents or employees prohibited
732.405
Authorized shares
732.410
Right to acquire own shares
732.415
Stock insurer’s proxies
732.420
“Equity security” defined
732.425
Application of insider trading regulation
732.430
Filing statement of security ownership with director
732.435
Suit to recover insider profits
732.440
Prohibited sales of securities
732.445
Establishing or maintaining primary or secondary market in securities
732.450
Arbitrage transactions exempt
732.455
Rules
732.460
Annual report to shareholders or members
732.465
Members of domestic mutual insurers
732.470
Voting rights of members of mutual insurer
732.475
Members’ meetings and procedures of domestic mutual and reciprocal insurers
732.480
Copy of bylaws of domestic mutual insurer to be provided to director
732.517
Purpose of ORS 732.517 to 732.546
732.518
Definitions for ORS 732.517 to 732.546
732.521
Activities that are prohibited unless specified procedures followed
732.523
Procedure for acquiring controlling interest of capital stock
732.526
Hearing on proposed activity
732.527
Approval of acquisition by chief insurance regulatory officials of two or more jurisdictions
732.528
Approval of proposed activity
732.529
Procedures following approval by director of proposed activity
732.531
Acquisition of assets or insurance of mutual or reciprocal insurers
732.533
Statement of acquisition
732.536
Compliance with foreign or alien laws
732.537
Application of ORS 732.527, 732.539, 732.542 and 732.544 to change of control of insurer
732.538
Effect of merger or consolidation
732.539
Notification of acquisition
732.541
Jurisdiction over person obtaining or attempting to obtain control
732.542
Monopoly or substantial diminishment of competition
732.544
Director’s order
732.546
Severability
732.547
Remedies for violation of ORS 732.517 to 732.546
732.548
Definitions for ORS 732.517 to 732.596
732.549
Subsidiaries
732.551
Registration of insurer members of holding company systems
732.552
Registration statement
732.553
Certain information not required to be disclosed
732.554
Changes in registration information
732.556
Requirement that certain persons provide information to insurers
732.558
Termination of registration by director
732.562
Consolidated registration
732.564
Registration for affiliated insurers
732.566
Exemption from ORS 732.517 to 732.596 by director
732.567
Presumption of control
732.568
Disclaimer of affiliation
732.569
Annual enterprise risk report
732.571
Supervisory college for domestic insurer
732.572
Rulemaking authority for ORS 732.517 to 732.596
732.574
Standards for transactions within holding company
732.576
Dividends and distributions
732.578
Liability of officers and directors of insurer that is subject to registration
732.582
Determination of reasonableness and adequacy of capital and surplus
732.584
Examinations
732.586
Confidentiality of information
732.588
Supervision, rehabilitation or liquidation
732.592
Recovery from parent corporation or holding company if domestic insurer ordered into liquidation or rehabilitation
732.594
Director’s determination or acknowledgment of appropriate group-wide supervisor for internationally active insurance group
732.596
Request by insurance holding company system for determination or acknowledgement of group-wide supervisor
732.600
Definitions for ORS 732.600 to 732.630
732.602
Intent of ORS 732.600 to 732.630
732.604
Permissible actions of domestic mutual insurer
732.606
Plan for conversion or reorganization
732.608
Waiver of requirements of ORS 732.606
732.610
Contents of plan
732.611
Eligible member of domestic mutual insurer or mutual holding company
732.612
Consideration for membership interest in converting or reorganizing mutual insurer
732.614
Effect of conversion
732.616
Reorganization involving organization of stock holding company
732.618
Reorganization involving organization of mutual holding company
732.620
Status of mutual holding company as corporation
732.622
Restructuring of mutual holding company
732.624
Approval by Director of Department of Consumer and Business Services of mutual holding company restructuring plan
732.626
Plan review and approval
732.628
Limitations on ownership of shares in companies resulting from conversion, reorganization or restructuring
732.630
Dissenters’ rights
732.650
Definitions
732.653
Scope
732.656
Risk management framework
732.659
Own risk and solvency assessment in accordance with manual
732.662
Own risk and solvency summary report
732.666
Exemptions
732.669
Documentation and supporting information
732.672
Confidentiality
732.680
Submission of corporate governance annual disclosure
732.683
Discretion as to form and content of responses to inquiries in corporate governance annual disclosure
732.686
Maintenance of confidentiality and privilege
732.689
Retention of consultant to assist director’s review of corporate governance annual disclosure
732.810
Definitions for ORS 732.810 to 732.814
732.811
Application of ORS 732.810 to 732.814
732.812
Filing of financial statements
732.813
Notice to prospective insured
732.814
Authority of director over controlling producer and controlled insurer
732.820
Interstate Insurance Product Regulation Compact
732.825
State member of Interstate Insurance Product Regulation Commission
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